10-K

United States
Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required]

for the fiscal year ended December 31, 2007,

or

o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required]

for the transition period from                      to                     .

Commission file number: 001-16533

ProAssurance Corporation

(Exact name of registrant as specified in its charter)

Delaware	63-1261433
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
100 Brookwood Place, Birmingham, AL	35209
(Address of principal executive offices)	(Zip Code)

(205) 877-4400

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   þ      No   o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   o      No   þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   þ      No   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes   o      No   þ

The aggregate market value of voting stock held by non-affiliates of the registrant at June 30, 2007 was $1,692,091,431.

As of February 15, 2008, the registrant had outstanding approximately 32,203,785 shares of its common stock.

Documents incorporated by reference in this Form 10-K

(i)	The definitive proxy statement for the 2008 Annual Meeting of the Stockholders of ProAssurance Corporation (File No. 001-16533) is incorporated by reference into Part III of this report.
(ii)	The MAIC Holdings, Inc. Registration Statement on Form S-4 (File No. 33-91508) is incorporated by reference into Part IV of this report.
(iii)	The MAIC Holdings, Inc. Definitive Proxy Statement for the 1996 Annual Meeting (File No. 0-19439 is incorporated by reference into Part IV of this report.
(iv)	The Professionals Group, Inc. Registration Statement on Form S-4 (File No. 333-3138) is incorporated by reference into Part IV of this report.
(v)	The ProAssurance Corporation Registration Statement on Form S-4 (File No. 333-49378) is incorporated by reference into Party IV of this report.
(vi)	The ProAssurance Corporation Annual Report on Form 10-K for the year ended December 31, 2001 (Commission File No. 001-16533) is incorporated by reference into Part IV of this report.
(vii)	The ProAssurance Corporation Annual Report on the Form 10-K for the year ended December 31, 2002 (File No. 001-16533) is incorporated by reference in Part IV of this report.
(viii)	The ProAssurance Corporation Definitive Proxy Statement filed on April 16, 2004 (File No. 001-16533) is incorporated by reference into Part IV of this report.
(ix)	The ProAssurance Corporation Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-16533) is incorporated by reference into Part IV of this report.
(x)	The ProAssurance Corporation Registration Statement of Form S-4 (File No. 333-124156) is incorporated by reference in Part IV of this report.
(xi)	The ProAssurance Corporation Current Report on Form 8-K for event occurring on November 4. 2005 (File No. 001-16533) is incorporated by reference into Part IV of this report
(xii)	The ProAssurance Corporation Registration Statement of Form S-4 (File No. 333-131874) is incorporated by reference in Part IV of this report.
(xiii)	The ProAssurance Corporation Current Report on Form 8-K for event occurring on September 13, 2006 (File No. 001-16533) is incorporated by reference into Part IV of this report.
(xiv)	The ProAssurance Corporation Current Report on Form 8-K for event occurring on May 12, 2007 (File No. 001-16533) is incorporated by reference into Part IV of this report.
(xv)	The ProAssurance Corporation Current Report on Form 8-K for event occurring November 5, 2007 (File No. 001-16533) is incorporated by reference into Part IV of this report.

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TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS
	ITEM 1A. RISK FACTORS
	ITEM 1B. UNRESOLVED STAFF COMMENTS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EX-10.4 FORM OF RELEASE AND SEVERANCE COMPENSATION AGREEMENT
EX-10.5 RELEASE AND SEVERANCE COMPENSATION AGREEMENT/VICTOR T. ADAMO
EX-10.6(B) AMENDMENT TO EMPLOYMENT AGREEMENT (MAY 1, 2007)
EX-10.8 EMPLOYMENT AGREEMENT/PAUL R. BUTRUS
EX-10.12 AMENDMENT OF EXECUTIVE NON-QUALIFIED EXCESS PLAN
EX-10.13 AMENDMENT AND RESTATEMENT OF DIRECTOR COMPENSATION PLAN
EX-21.1 SUBSIDIARIES OF PROASSURANCE CORPORATION
EX-23.1 CONSENT OF ERNST & YOUNG LLP
EX-31.1 SECTION 302, CERTIFICATION OF THE PEO
EX-31.2 SECTION 302, CERTIFICATION OF THE PFO
EX-32.1 SECTION 906, CERTIFICATION OF THE PEO
EX-32.2 SECTION 906, CERTIFICATION OF THE PFO

PART I

ITEM 1. BUSINESS.

General / Corporate Overview

          We are a holding company for property and casualty insurance companies focused on professional liability insurance. Our executive offices are located at 100 Brookwood Place, Birmingham, Alabama 35209 and our telephone number is (205) 877-4400. Our stock trades on the New York Stock Exchange under the symbol “PRA.” Our website is www.ProAssurance.com.

          The Investor Home Page on our website provides many resources for investors seeking to learn more about us. Whenever we file a document or report with the Securities and Exchange Commission (the SEC) on its EDGAR system, we make the document available on our website as soon as reasonably practical. This includes our annual report on Form 10K, our quarterly reports on Form 10Q and our current reports on Form 8K. We show details about stock trading by corporate insiders by providing access to SEC Forms 3, 4 and 5 when they are filed with the SEC. We maintain access to these reports for at least one year after their filing.

          In addition to federal filings on our website, we make available the financial statements we file with state regulators, news releases that we issue, and certain investor presentations. We believe these documents provide important additional information about our financial condition and operations.

          The Governance section of our website provides copies of the Charters for our Audit Committee, Internal Audit department, Compensation Committee and Nominating/Corporate Governance Committee. In addition you will find our Code of Ethics and Conduct, Corporate Governance Principles, Policy Regarding Determination of Director Independence and Share Ownership Guidelines for Management and Directors. We also provide the Pre-Approval Policy and Procedures for our Audit Committee and our Policy Regarding Stockholder-Nominated Director Candidates. Printed copies of these documents may be obtained from Frank O’Neil, Senior Vice President, ProAssurance Corporation, either by mail at P.O. Box 590009, Birmingham, Alabama 35259-0009, or by telephone at (205) 877-4400 or (800) 282-6242.

          Because the insurance business uses certain terms and phrases that carry special and specific meanings, we urge you to read the Glossary included in this section prior to reading this report.

Caution Regarding Forward-Looking Statements

          Any statements in this Form 10K that are not historical facts are specifically identified as forward-looking statements. These statements are based upon our estimates and anticipation of future events and are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. Forward-looking statements are identified by words such as, but not limited to, “anticipate”, “believe”, “estimate”, “expect”, “hope”, “hopeful”, “intend”, “may”, “optimistic”, “preliminary”, “potential”, “project”, “should”, “will” and other analogous expressions. There are numerous factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as forward-looking statements as are sections of this Form 10K that are identified as giving our outlook on future business.

          Forward-looking statements relating to our business include among other things: statements concerning liquidity and capital requirements, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other matters.

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          These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following factors that could affect the actual outcome of future events:

– general economic conditions, either nationally or in our market area, that are worse than anticipated;

– regulatory, legislative and judicial actions or decisions that adversely affect our business plans or operations;

– inflation, particularly in loss costs trends;

– changes in the interest rate environment;

– performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;

– changes in laws or government regulations affecting medical professional liability insurance;

– changes to our ratings assigned by rating agencies;

– the effects of changes in the health care delivery system;

– uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance, and changes in the availability, cost, quality, or collectibility of insurance/reinsurance;

– the results of litigation, including pre-or-post-trial motions, trials and/or appeals we undertake;

– bad faith litigation which may arise from our handling of any particular claim, including failure to settle;

– changes in competition among insurance providers and related pricing weaknesses in our markets;

– loss of independent agents;

– our ability to purchase reinsurance and collect payments from our reinsurers;

– increases in guaranty fund assessments;

– our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;

– the expected benefits from acquisitions may not be achieved or may be delayed longer than expected due to, among other reasons, business disruption, loss of customers and employees, increased operating costs or inability to achieve cost savings, and assumption of greater than expected liabilities;

– changes in accounting policies and practices that may be adopted by our regulatory agencies and the Financial Accounting Standards Board;

– changes in our organization, compensation and benefit plans; and

– our ability to retain and recruit senior management.

          Our results may differ materially from those we expect and discuss in any forward-looking statements. The principal risk factors that may cause these differences are described in “Item 1A, Risk Factors” in this report and other documents we file with the Securities and Exchange Commission, such as our current reports on Form 8-K, and our regular reports on Forms 10-Q and 10-K.

          We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. Except as required by law or regulations, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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GLOSSARY OF SELECTED INSURANCE AND RELATED FINANCIAL TERMS

          In an effort to help our investors and other interested parties better understand our report, we are providing a Glossary of Selected Insurance Terms. These definitions are taken from recognized industry sources such as A. M. Best and The Insurance Information Institute. This list is intended to be informative and explanatory, but we do not represent that it is a comprehensive glossary.

Accident year: The accounting period in which an insured event becomes a liability of the insurer.

Admitted company; admitted basis: An insurance company licensed and authorized to do business in a particular state. An admitted company doing business in a state is said to operate on “an admitted basis” and is subject to all state insurance laws and regulations pertaining to its operations. (See: Non-admitted company)

Adverse selection: The tendency of those exposed to a higher risk to seek more insurance coverage than those at a lower risk. Insurers react either by charging higher premiums or not insuring at all, as in the case of floods. Adverse selection can be seen as concentrating risk instead of spreading it.

Agent: An individual or firm that represents an insurer under a contractual or employment agreement for the purpose of selling insurance. There are two types of agents: independent agents, who represent one or more insurance companies but are not employed by those companies and are paid on commission, and exclusive or captive agents, who by contract are required to represent or favor only one insurance company and are either salaried or work on commission. Insurance companies that use employee or captive agents are called direct writers. Agents are compensated by the insurance company whose products they sell. By definition, with respect to a given insurer, an agent is not a broker (See: Broker)

Alternative markets: Mechanisms used to fund self-insurance. This includes captives, which are insurers owned by one or more insureds to provide owners with coverage. Risk-retention groups, formed by members of similar professions or businesses to obtain liability insurance, are also a form of self-insurance.

Assets; admitted; non-admitted: Property owned, in this case by an insurance company, including stocks, bonds, and real estate. Because insurance accounting is concerned with solvency and the ability to pay claims, insurance regulators require a conservative valuation of assets, prohibiting insurance companies from listing assets on their balance sheets whose values are uncertain, such as furniture, fixtures, debit balances, and accounts receivable that are more than 90 days past due (these are non-admitted assets). Admitted assets are those assets that can be easily sold in the event of liquidation or borrowed against, and receivables for which payment can be reasonably anticipated.

Bodily injury: Physical harm, sickness, disease or death resulting from any of these.

Broker: An intermediary between a customer and an insurance company. Brokers typically search the market for coverage appropriate to their clients and they usually sell commercial, not personal, insurance. Brokers are compensated by the insureds on whose behalf they are working. With respect to a given insurer, a broker is not an agent. (See: Agent)

Bulk reserves: Reserves for losses that have occurred but have not been reported as well as anticipated changes to losses on reported claims. Bulk reserves are the difference between (i) the sum of case reserves and paid losses and (ii) an actuarially determined estimate of the total losses necessary for the ultimate settlement of all reported and incurred but not reported claims, including amounts already paid. (See: Case Reserves)

Capacity: For an individual insurer, the maximum amount of premium or risk it can underwrite based on its financial condition. The adequacy of an insurer’s capital relative to its exposure to loss is an important measure of solvency.

Capital: Stockholders’ equity (GAAP) and policyholders’ surplus (SAP). Capital adequacy is linked to the riskiness of an insurer’s business. (See: Risk-Based Capital, Surplus, Solvency)

Case reserves: Reserves for future losses for reported claims as established by an insurer’s claims department.

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Casualty insurance: Insurance which is primarily concerned with the losses caused by injuries to third persons (in other words, persons other than the policyholder) and the legal liability imposed on the insured resulting therefrom. (See: Professional liability insurance, Medical professional liability insurance)

Cede, cedant; ceding company: When a party reinsures its liability with another, it “cedes” business and is referred to as the “cedant” or “ceding company.”

Claim: Written or oral demands, as well as civil and administrative proceedings.

Claims-made policy; coverage: A form of insurance that pays claims presented to the insurer during the term of the policy or within a specific term after its expiration. It limits a liability insurers’ exposure to unknown future liabilities. Under a claims-made policy, an insured event becomes a liability when the event is first reported to the insurer.

Combined ratio: The sum of the underwriting expense ratio and net loss ratio, determined in accordance with either SAP or GAAP.

Commission: Fee paid to an agent or insurance salesperson as a percentage of the policy premium. The percentage varies widely depending on coverage, the insurer, and the marketing methods.

Consent to settle: Clause provided in some professional liability insurance policies requiring the insurer to receive authority from an insured before settling a claim.

Damages; economic, non-economic and punitive: Monies awarded to a plaintiff or claimant. Economic damages are intended to compensate a plaintiff or claimant for quantifiable past and future losses, such as lost wages and/or medical costs. Non-economic damages are those awarded separately and apart from economic damages, that are intended to compensate the claimant or plaintiff for non-quantifiable losses such as pain and suffering or loss of consortium. Punitive damages are non-economic damages intended to punish the defendant for perceived outrageous conduct.

Direct premiums written: Premiums charged by an insurer for the policies that it underwrites, excluding any premiums that it receives as a reinsurer.

Direct writer(s): Insurance companies that sell directly to the public using exclusive agents or their own employees.

Domestic insurance company: Term used by a state to refer to any company incorporated there.

Excess & surplus lines; surplus lines: Property/casualty insurance coverage that isn’t generally available from insurers licensed in the state (See: Admitted company) and must be purchased from a “non-admitted company”. Examples include risks of an unusual nature that require greater flexibility in policy terms and conditions than exist in standard forms or where the highest rates allowed by state regulators are considered inadequate by admitted companies. Laws governing surplus lines vary by state.

Excess coverage; excess limits: An insurance policy that provides coverage limits above another policy with similar coverage terms, or above a self-insured amount.

Extended reporting endorsement: Also known as a “tail policy,” or “tail coverage.” Provides protection for future claims filed after a claims-made policy has lapsed. Typically requires payment of an additional premium, the “tail premium.” “Tail coverage” may also be granted if the insured becomes disabled, dies or permanently retired from the covered occupation (i.e., the practice of medicine in medical liability policies.)

Facultative reinsurance: A generic term describing reinsurance where the reinsurer assumes all or a portion of a single risk. Each risk is separately evaluated and each contract is separately negotiated by the reinsurer.

Financial Accounting Standards Board (FASB): An independent board that establishes and communicates standards of financial reporting and reporting in the United States.

Frequency: Number of times a loss occurs per unit of risk or exposure. One of the criteria used in calculating premium rates.

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Front, fronting: A procedure in which a primary insurer acts as the insurer of record by issuing a policy, but then passes all or virtually all of the risk to a reinsurer in exchange for a commission. Often, the fronting insurer is licensed to do business in a state or country where the risk is located, but the reinsurer is not. The reinsurer in this scenario is often a captive or an independent insurance company that cannot sell insurance directly in a particular location.

Generally Accepted Accounting Principles; GAAP: A set of widely accepted accounting standards, set primarily by the Financial Accounting Standards Board (FASB), and used to standardize financial accounting of public companies.

Gross premiums written: Total premiums for direct insurance written and assumed reinsurance during a given period. The sum of direct and assumed premiums written.

Guaranty fund; assessment(s): The mechanism by which all 50 states, the District of Columbia and Puerto Rico ensure that solvent insurers fund the payment of claims against insurance companies that fail. The type and amount of claim covered by the fund varies from state to state.

Incurred but not reported (IBNR): Actuarially estimated reserves for estimated losses that have been incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer including unknown future developments on losses which are known to the insurer or reinsurer. Insurance companies regularly adjust reserves for such losses as new information becomes available.

Incurred losses: Losses covered by the insurer within a fixed period, whether or not adjusted or paid during the same period, plus changes in the estimated value of losses from prior periods.

Insolvent; insolvency: Insurer’s inability to pay debts. Typically the first sign of problems is inability to pass the financial tests regulators administer as a routine procedure. (See: Risk-based capital)

Investment income: Income generated by the investment of assets. Insurers have two sources of income, underwriting (premiums less claims and expenses) and investment income.

Liability insurance: A line of casualty insurance for amounts a policyholder is legally obligated to pay because of bodily injury or property damage caused to another person. (See: Bodily Injury, Casualty insurance, Professional liability insurance, Medical professional liability insurance)

Limits: The maximum amount payable under an insurance policy for a covered loss.

Long-tail: The long period of time between collecting the premium for insuring a risk and the ultimate payment of losses. This allows insurance companies to invest the premiums until losses are paid, thus producing a higher level of invested assets and investment income as compared to other lines of property and casualty business. Medical professional liability is considered a long tail line of insurance. (See: Medical professional liability, Professional liability)

Loss adjustment expenses (LAE): The expenses of settling claims, including legal and other fees and the portion of general expenses allocated to claim settlement costs.

Loss costs: The portion of an insurance rate used to cover claims and the costs of adjusting claims. Insurance companies typically determine their rates by estimating their future loss costs and adding a provision for expenses, profit, and contingencies.

Loss ratio: The ratio of incurred losses and loss-adjustment expenses to net premiums earned. This ratio helps measure the company’s underlying profitability, or loss experience, on its total book of business.

Loss reserves: Liabilities established by insurers to reflect the estimated cost of claims payments and the related expenses that the insurer will ultimately be required to pay in respect of insurance or reinsurance it has written. They represent a liability on the insurer’s balance sheet.

Medical malpractice: An act or omission by a health care provider that falls below a recognized standard of care. (See: Standard of Care)

Medical professional liability insurance: Insurance for the legal liability of an insured (and against loss, damage or expense incidental to a claim of such liability) arising out of death, injury or disablement of a person as the result of negligent deviation from the standard of care or other misconduct in rendering professional service.

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National Association of Insurance Commissioners: Generally referred to as the “NAIC.” The organization of insurance regulators from the 50 states, the District of Columbia and the four U.S. territories. The NAIC provides a forum for the development of uniform policy when uniformity is appropriate.

Net losses: Incurred losses and loss adjustment expenses for the period, net of anticipated reinsurance recoveries for the period.

Net loss ratio: The net loss ratio measures the ratio of net losses and loss adjustment expenses to net earned premiums determined in accordance with SAP or GAAP.

Net paid losses: Paid losses and loss adjustment expenses for the period, net of related reinsurance recoveries.

Net premium earned: The portion of net premium that is recognized for accounting purposes as income during a particular period. Equal to net premiums written plus the change in net unearned premiums during the period.

Net premiums written: Gross premiums written for a given period less premiums ceded to reinsurers during such period.

Non-admitted company; basis: Insurers licensed in some states, but not others. States where an insurer is not licensed call that insurer “non-admitted.” Non-admitted companies sell coverage that is unavailable from licensed insurers within a state and are generally exempt from most state laws and regulations related to rates and coverages. Policyholders of such companies generally do not have the same degree of consumer protection and financial recourse as policyholders of admitted companies. Non-admitted companies are said to operate on a “non-admitted” basis.

Nose coverage: See: Prior acts coverage.

Occurrence policy; coverage: Insurance that pays claims arising out of incidents that occur during the policy term, even if they are filed many years later. Under an occurrence policy the insured event becomes a liability when the event takes place.

Operating ratio: The operating ratio is the combined ratio, less the ratio of investment income (exclusive of realized gains and losses) to net earned premiums, if determined in accordance with GAAP. While the combined ratio strictly measures underwriting profitability, the operating ratio incorporates the effect of investment income.

Paid loss ratio: The ratio of net paid losses to net premiums earned. (See Loss ratio)

Paid to incurred ratio: The ratio of net paid losses to net incurred losses.

Policy: A written contract for insurance between an insurance company and policyholder stating details of coverage.

Premium: The price of an insurance policy; typically charged annually or semiannually.

Premiums written: The total premiums on all policies written by an insurer during a specified period of time, regardless of what portions have been earned.

Premium tax: A state tax on premiums for policies issued in the state, paid by insurers.

Primary company: In a reinsurance transaction, the insurance company that is reinsured.

Prior acts coverage: An additional coverage for claims-made policies, optionally made available by an insurer, that covers an insured for claims that occurred, but were not reported prior to the inception date, or retroactive date, of the policy. Sometimes called “Nose Coverage.”

Professional liability insurance: Covers professionals for negligence and errors or omissions that cause injury or economic loss to their clients. (See: Casualty insurance, Liability insurance, Medical professional liability insurance)

Property casualty insurance: Covers damage to or loss of policyholders’ property and legal liability for damages caused to other people or their property.

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Rate: The cost of insurance for a specific unit of exposure, such as for one physician. Rates are based primarily on historical loss experience for similar risks and may be regulated by state insurance offices.

Rating agencies: These agencies assess insurers’ financial strength and viability to meet claims obligations. Some of the factors considered include company earnings, capital adequacy, operating leverage, liquidity, investment performance, reinsurance programs, and management ability, integrity and experience. A high financial rating is not the same as a high consumer satisfaction rating.

Reinsurance: Insurance bought by insurance companies. In a reinsurance contract the reinsurer agrees to indemnify another insurance or reinsurance company, the ceding company, against all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurers don’t pay policyholder claims. Instead, they reimburse insurers for claims paid.

Reinsured layer; retained layer: The retained layer is the cumulative portion of each loss, on a per-claim basis, which is less than an insurer’s reinsurance retention for a given coverage year. Likewise, the reinsured layer is the cumulative portion of each loss that exceeds the reinsurance retention. (See: Reinsurance, Retention)

Reserves: A company’s best estimate of what it will pay at some point in the future, for claims for which it is currently responsible.

Retention: The amount or portion of risk that an insurer retains for its own account. Losses in excess of the retention level up to the outer limit, if any, are paid by the reinsurer. In proportional treaties, the retention may be a percentage of the original policy’s limit. In excess of loss business, the retention is a dollar amount of loss, a loss ratio or a percentage.

Retroactive date: Applicable only to claims-made policies. Claims that have occurred and have not been reported prior to this date are excluded from coverage. The retroactive date is generally the date coverage was first afforded to an insured by a company under a claims-made policy form, unless extended into the past by Prior Acts Coverage. (See: Prior Acts Coverage)

Return on equity: Net Income (or if applicable, Income from Continuing Operations) divided by the average of beginning and ending stockholders’ equity. This ratio measures a company’s overall after-tax profitability from underwriting and investment activity and shows how efficiently invested capital is being used.

Risk-Based Capital (RBC): A regulatory measure of the amount of capital required for an insurance company, based upon the volume and inherent riskiness of the insurance sold, the composition of its investment portfolio and other financial risk factors. Higher-risk types of insurance, liability as opposed to property business, generally necessitate higher levels of capital. The NAIC’s RBC model law stipulates four levels of regulatory action with the degree of regulatory intervention increasing as the level of surplus falls below a minimum amount as determined under the model law. (See: National Association of Insurance Commissioners)

Risk management: Management of the varied risks to which a business firm or association might be subject. It includes analyzing all exposures to gauge the likelihood of loss and choosing options to better manage or minimize loss. These options typically include reducing and eliminating the risk with safety measures, buying insurance, and self-insurance.

Self-insurance: The concept of assuming a financial risk oneself, instead of paying an insurance company to take it on. Every policyholder is a self-insurer in terms of paying a deductible and co-payments. Larger policyholders often self-insure frequent or predictable losses to avoid insurance overhead expenses.

Severity: The average claim cost, statistically determined by dividing dollars of losses by the number of claims.

Solvent; solvency: Insurance companies’ ability to pay the claims of policyholders. Regulations to promote solvency include minimum capital and surplus requirements, statutory accounting conventions, limits to insurance company investment and corporate activities, financial ratio tests, and financial data disclosure.

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Standard of care: The standard by which negligence is determined. The degree of skill associated with the activities and treatment from a reasonable, prudent, ordinary practitioner acting under the same or similar circumstances.

Statement of Financial Accounting Standards (SFAS): A formal document issued by the Financial Accounting Standards Board (FASB), which details accounting standards and guidance on selected accounting policies set out by the FASB.

Statutory Accounting Principles; SAP: More conservative standards than under GAAP accounting rules, they are imposed by state laws that emphasize the present solvency of insurance companies. SAP helps ensure that the company will have sufficient funds readily available to meet all anticipated insurance obligations by recognizing liabilities earlier or at a higher value than GAAP and assets later or at a lower value. For example, SAP requires that selling expenses be recorded immediately rather than amortized over the life of the policy. (See: Generally Accepted Accounting Principles, Admitted assets)

Surplus; statutory surplus: The excess of assets over total liabilities (including loss reserves) that protects policyholders in case of unexpectedly high claims. “Statutory Surplus” is determined in accordance with Statutory Accounting Principles.

Tail: The period of time that elapses between the occurrence of the loss event and the payment in respect thereof.

Tail coverage: See: Extended Reporting Endorsement

Third-party coverage: Liability coverage purchased by the policyholder as a protection against possible lawsuits filed by a third party. The insured and the insurer are the first and second parties to the insurance contract.

Tort: A civil wrong which may result in damages.

Treaty reinsurance: The reinsurance of a specified type or category of risks defined in a reinsurance agreement (a ''treaty’’) between a primary insurer and a reinsurer. Typically, in treaty reinsurance, the primary insurer or reinsured is obligated to offer and the reinsurer is obligated to accept a specified portion of all such type or category of risks originally written by the primary insurer or reinsured.

Underwriting: The insurer’s or reinsurer’s process of reviewing applications submitted for insurance coverage, deciding whether to accept all or part of the coverage requested and determining the applicable premiums.

Underwriting expense ratio: Under GAAP, the ratio of underwriting, acquisition and other insurance expenses incurred to net premiums earned (for SAP, the ratio of underwriting expenses incurred to net premiums written.)

Underwriting expenses: The aggregate of policy acquisition costs, including commissions, and the portion of administrative, general and other expenses attributable to underwriting operations.

Underwriting income; loss: The insurer’s profit on the insurance sales after all expenses and losses have been paid, before investment income or income taxes. When premiums aren’t sufficient to cover claims and expenses, the result is an “underwriting loss.”

Underwriting profit: The amount by which net earned premiums exceed claims and expenses. (See: Underwriting Income)

Unearned premium: The portion of premium that represents the consideration for the assumption of risk for a future period. Such premium is not yet earned since the risk has not yet been assumed. May also be defined as the pro-rata portion of written premiums that would be returned to policyholders if all policies were terminated by the insurer on a given date.

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Business Overview

          We operate in a single business segment principally in the Mid-Atlantic, Midwest and Southern United States. We sell professional liability insurance primarily to physicians, dentists, other healthcare providers and healthcare facilities. We also have a small book of legal professional liability business in the Midwest.

          Our top five states represented 55% of our gross premiums written for the year ended December 31, 2007. The following table shows our gross premiums written in these states for each of the periods indicated.

	Gross Written Premiums-Years Ended December 31
	($ in thousands)
	2007				2006(2)				2005(2)
Alabama	$	95,641	17	%	$	102,998	18	%	$	111,462	19	%
Ohio		89,607	16	%		106,267	18	%		131,102	23	%
Florida		41,291	8	%		53,469	9	%		61,341	11	%
Michigan		41,092	7	%		43,757	8	%		46,741	8	%
Wisconsin(1)		40,680	7	%		10,702	2	%		52	—
All other states		240,763	45	%		261,790	45	%		222,262	39	%
Total	$	549,074	100	%	$	578,983	100	%	$	572,960	100	%

(1)	Not a top five state in 2006 and 2005
(2)	Indiana was included in the top five states in 2006 and 2005 (gross premiums written of $40,335 and $41,129, respectively)

          We believe we differentiate ourselves from our competitors in several ways. Our financial strength, commitment to a local market presence and personal service, and commitment to our physician heritage have allowed us to establish what we believe to be a leading position in our markets, thus enabling us to effectively compete on a basis other than just price.

          We maintain 15 local claims and/or underwriting offices to ensure that we have a local presence in the markets we serve. We believe this emphasis on local knowledge allows us to maintain active relationships with our customers and be more responsive to their needs.

          We believe our local knowledge also allows us to be more effective in evaluating claims because we have a detailed understanding of the medical and legal climates of each market. We also believe our insureds value our willingness and ability to defend non-meritorious claims.

          Using our local knowledge and our experienced underwriting staff, we rigorously underwrite each application for coverage to ensure that we understand the risks we accept, and are able to develop an adequate price for that risk. By charging rates we believe to be adequate, we seek to maintain the strong financial position that allows us to protect our customers in the long-term.

Corporate Organization and History

          We were incorporated in Delaware in June 2001. Our core operating subsidiaries are The Medical Assurance Company, Inc., ProNational Insurance Company, NCRIC, Inc., Physicians Insurance Company of Wisconsin, Inc., and Red Mountain Casualty Insurance Company, Inc. We also write a limited amount of medical professional liability insurance through Woodbrook Casualty Insurance, Inc. (formerly Medical Assurance of West Virginia, Inc.), which we consider to be a non-core operating subsidiary.

          We are the successor to twelve insurance organizations and much of our growth has come through mergers and acquisitions. In each, we retained key personnel, allowing us to maintain a local presence and preserve important institutional knowledge in underwriting, claims, risk management and marketing. We believe that our ability to utilize this local knowledge is a critical factor in the operation of our companies. Our successful integration of each organization demonstrates our ability to grow effectively through acquisitions.

          Our predecessor company, Medical Assurance, Inc. (Medical Assurance) was founded by physicians as a mutual company in Alabama and wrote its first policy in 1977. Medical Assurance demutualized and became a public company in 1991. Medical Assurance expanded through internal growth and the acquisition of professional liability insurance companies with strong regional identities in West Virginia, Indiana and Missouri, along with books of business in Ohio and Missouri.

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          Professionals Group, Inc. which was combined with Medical Assurance to form ProAssurance, traces its roots to the Brown-McNeeley Fund, which was founded by the State of Michigan in 1975 to provide medical professional liability insurance to physicians. Physicians Insurance Company of Michigan, which ultimately became ProNational Insurance Company, was founded in 1980 to assume the business of the Fund. That company also expanded through internal growth and the acquisition of a book of business in Illinois and the acquisition of professional liability insurers in Florida and Indiana.

Recent Developments

          In early July 2003 we received $104.6 million from the issuance of 3.9% Convertible Debentures, due June 2023, having a face value of $107.6 million. We utilized a substantial portion of the net proceeds from the sale of the Convertible Debentures to repay an outstanding term loan. We used the balance of the net proceeds from the sale of the Convertible Debentures for general corporate purposes, including contributions to the capital of our insurance subsidiaries to support the growth in insurance operations.

          In April and May 2004, we received net proceeds of $44.9 million from the issuance of $46.4 million of trust preferred securities. These trust preferred securities have a 30-year maturity and are callable at par in December 2009. The interest rate on these securities adjusts quarterly to the 3-month London Interbank Offered Rate (LIBOR) plus 385 basis points. We used the balance of the net proceeds from the sale of the trust preferred securities for general corporate purposes, including contributions to the capital of our insurance subsidiaries to support the growth in insurance operations. See Note 10 to the Consolidated Financial Statements for more information regarding the Convertible Debentures and the trust preferred securities.

          On January 4, 2006 we sold our personal lines operations (the MEEMIC companies), effective January 1, 2006, for $400 million before taxes and transaction expenses. We recognized a gain on the sale in the first quarter of 2006 of $109.4 million after consideration of sales expenses and estimated taxes. Sale proceeds are available to support the capital requirements of our professional liability insurance subsidiaries and other general corporate purposes. Additional information regarding the sale of the MEEMIC companies is provided in Note 3 to the Consolidated Financial Statements.

          On August 3, 2005 we acquired all of the outstanding common stock of NCRIC Corporation and its subsidiaries (NCRIC) in an all stock merger. NCRIC’s primary business is a single insurance company that provides medical professional liability insurance in the District of Columbia, Delaware, Maryland, Virginia and West Virginia.

          Effective August 1, 2006 we completed our acquisition of Physicians Insurance Company of Wisconsin, Inc. (PIC Wisconsin) in an all stock merger. PIC Wisconsin is a stock insurance company that sells professional liability insurance to physicians, groups of physicians, dentists, and hospitals principally in the state of Wisconsin as well as other Midwestern states.

          These acquisitions strategically expanded our geographic footprint and were in keeping with our desire to expand our professional liability operations through selective acquisitions. A more detailed description of the merger transactions is included in Note 2 to the Consolidated Financial Statements included herein.

          Effective July 1, 2007 A. Derrill Crowe, M.D. retired as Chief Executive Officer (CEO), and remains as non-executive Chairman of our Board. The Board of Directors elected W. Stancil Starnes to succeed Dr. Crowe as CEO. Mr. Starnes formerly served as President, Corporate Planning and Administration, of Brasfield & Gorrie, LLC, a large commercial construction firm. Prior to October 2006, Mr. Starnes served as the Senior and Managing Partner of Starnes & Atchison, LLP, Attorneys at Law, and was extensively involved with ProAssurance and its predecessor companies in the defense of its medical liability claims.

          In April 2007 our Board of Directors authorized $150 million to be used for the repurchase of our common stock and debt securities. On December 4, 2007 we redeemed in cash the outstanding debentures of NCRIC using $15.5 million of our outstanding authorization. These securities became our obligation when we acquired NCRIC. As of January 31, 2008 we have also used $67.1 million of that authorization to repurchase 1.2 million shares of our stock.

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Products and Services

          We sell professional liability insurance primarily to physicians, dentists, other healthcare providers and healthcare facilities. We also have a small book of legal professional liability business in the Midwest. We generate the majority of our premiums from individual and small group practices, but also insure large physician groups as well as hospitals. While most of our business is written in the standard market, we also offer medical professional liability insurance on an excess and surplus lines basis. We also offer professional office package and workers’ compensation insurance products in connection with our medical professional liability products. We are licensed to do business in every state but Connecticut, Maine, New Hampshire, New York and Vermont.

Marketing

          We utilize both direct marketing and independent agents to write our business. For the year ended December 31, 2007, we estimate that approximately 69% of our gross premiums written were produced through independent insurance agencies. These local agencies usually have producers who specialize in professional liability insurance and who we believe are able to convey the factors that differentiate our professional liability insurance products. No single agent or agency accounts for more than 10% of our total direct premiums written.

          Our marketing is primarily directed to individual physicians, and those in smaller groups. We generally do not target large physician groups or facilities because of the difficulty in underwriting the individual risks within those groups and because their purchasing decisions are more focused on price. Our marketing emphasizes:

– excellent claims service,

– the sponsorship of risk management education seminars as an accredited provider of continuing medical education,

– risk management consultation, loss prevention seminars and other educational programs,

– legislative oversight and active support of proposed legislation we believe will have a positive effect on liability issues affecting the healthcare industry,

– the dissemination of newsletters and other printed material with information of interest to the healthcare industry, and

– endorsements by, and attendance at meetings of medical societies and related organizations.

          These communications and services demonstrate our understanding of the insurance needs of the healthcare industry and promote a commonality of interest among us and our insureds. We believe that a local presence in our markets enables us to effectively provide these communications and services, all of which have helped us gain exposure among potential insureds.

Underwriting

          Our underwriting process is driven by individual risk selection rather than by the size or other attributes of an account. Our pricing decisions are focused on achieving rate adequacy. We assess the quality and pricing of the risk, emphasizing loss history, practice specialty and location in making our underwriting decision. Our underwriters work closely with our local claims departments. This includes consulting with staff about claims histories and patterns of practice in a particular locale as well as monitoring claims activity.

          Our underwriting focuses on knowledge of local market conditions and legal environments through our six regional underwriting offices located in Alabama, Indiana, Missouri, Michigan, the District of Columbia, and Wisconsin.

          Our underwriters work with our field marketing force to identify business that meets our established underwriting standards and to develop specific strategies to write the desired business. In

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performing this assessment, our underwriters may also consult with internal actuaries regarding loss trends and pricing and utilize loss-rating models to assess the projected underwriting results of certain insured risks.

          Our underwriters are also assisted by our local medical advisory committees that operate in our key states. These committees are comprised of local physicians, dentists and representatives of hospitals and healthcare entities and help us maintain close ties to the medical communities in these states, provide information on the practice of medicine in each state and provide guidance on critical underwriting issues.

Claims Management

          We have 15 claims offices located in Alabama (2), Delaware, Florida (2), Illinois, Indiana, Kentucky, Michigan, Missouri, Ohio (2), Virginia, the District of Columbia, and Wisconsin so that we can provide localized and timely attention to claims. We offer our insureds a strong defense of claims that we believe are non-meritorious or those we believe cannot be settled by reasonable, good faith negotiations. Many of these claims are resolved by jury verdict, and we engage experienced trial attorneys in each venue to handle the litigation in defense of our policyholders.

          Our claims department promptly and thoroughly investigates the circumstances surrounding a reported claim against an insured. As we investigate, our claims department establishes the appropriate case reserves for each claim. Thereafter, we monitor development of new information about the claim and adjust the case reserve as appropriate.

          Through our investigation, and in consultation with the insured and appropriate experts, we evaluate the merit of the claim and either seek reasonable good faith settlement or aggressively defend the claim. If the claim is defended, our claims department carefully manages the case, including selecting defense attorneys who specialize in professional liability defense and obtaining medical, legal and/or other expert professionals to assist in the analysis and defense of the claim. As part of the evaluation and preparation process for medical professional liability claims, we meet regularly with medical advisory committees in our key states to examine claims, attempt to identify potentially troubling practice patterns and make recommendations to our staff.

          We believe that our claims philosophy contributes to lower overall loss costs and results in greater customer loyalty. The success of this claims philosophy is based on our access to attorneys who have significant experience in the defense of professional liability claims and who are able to defend claims in an aggressive, cost-efficient manner.

Investments

          The majority of our assets are held in the operating insurance companies. We oversee our investments to ensure that we apply a consistent management strategy to the entire portfolio.

          Our overall investment strategy is to focus on maximizing current income from our investment portfolio while maintaining safety, liquidity, duration and portfolio diversification. The portfolio is generally managed by professional third party asset managers whose results we monitor and evaluate. The asset managers typically have the authority to make investment decisions within the asset class they are responsible for managing, subject to our investment policy and oversight. See Note 4 to the Consolidated Financial Statements for more detail on our investments.

Rating Agencies

          Our claims-paying ability and financial strength are regularly evaluated and rated by two major rating agencies, A. M. Best and Fitch. In developing their claims-paying ratings, these agencies evaluate an insurer’s ability to meet its obligations to policyholders. While these ratings may be of interest to shareholders, these are not ratings of securities nor a recommendation to buy, hold or sell any security.

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          The following table presents the ratings of our group and our core subsidiaries as of February 28, 2008:

Company / Rating
						Red
	ProAssurance	Medical		PIC		Mountain	Woodbrook
Rating Agency	Group	Assurance	NCRIC	Wisconsin	ProNational	Casualty	Casualty
Fitch	A	A	A	A	A	A	A
(www.fitchratings.com)	(Strong)	(Strong)	(Strong)	(Strong)	(Strong)	(Strong)	(Strong)
A. M. Best	A-	A-	B++	A-	A-	A-	B
(www.ambest.com)	(Excellent)	(Excellent)	(Good)	(Excellent)	(Excellent)	(Excellent)	(Fair)

          The rating process is dynamic and ratings can change. If you are seeking updated information about our ratings, please visit the rating agency websites listed in the table.

Competition

          Competition depends on a number of factors including pricing, size, name recognition, service quality, market commitment, market conditions, breadth and flexibility of coverage, method of sale, financial stability, ratings assigned by rating agencies and regulatory conditions. Many of these factors, such as market conditions and regulatory conditions are beyond our control. However, for those factors within our control, such as service quality, market commitment, financial strength and stability, we believe we have competitive strengths that make us a viable competitor in those states where we are currently writing insurance.

          We believe that we have a competitive advantage due to our financial stability, local market presence, service quality, size, geographic scope and name recognition, as well as our heritage as a policyholder-founded company with a long-term commitment to the professional liability insurance industry. We have achieved these advantages through our balance sheet strength, claims defense expertise, strong ratings and ability to deliver a high level of service to our insureds and agents. We believe that these competitive strengths make us a viable competitor in the states where we are currently writing insurance.

          We compete with many insurance companies and alternative insurance mechanisms such as risk retention groups or self-insuring entities. Many of our competitors concentrate on a single state and have an extensive knowledge of the local markets. We also compete with several large national insurers whose financial strength and resources may be greater than ours. The following table shows the top five companies that we believe are our direct competitors, based on 2006 Direct Written Premiums (latest NAIC data available) in our business footprint.

Competitors

Medical Protective (Berkshire Hathaway)

ISMIE Mutual Group

MAG Mutual Group

State Volunteer Mutual Ins Co.

Health Care Indemnity Inc.

          Improvements in loss cost trends have allowed us to reduce rates in certain markets and offer targeted new business and renewal retention programs in selected markets. While both actions improve policyholder retention, they decrease our average premiums. While we reflect loss cost trends in our pricing, we have chosen not to aggressively compete on price alone, and we have not compromised our commitment to strict underwriting.

          In spite of these reductions we have lost some insureds due to aggressive price-based competition which we face in virtually all of our markets. This competition comes mostly from established insurers that are willing to write coverage at rates that we believe do not meet our long-term profitability

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goals. We believe many competitors are also employing less-stringent underwriting standards than they have in the past and they appear to be offering more liberal coverage options.

          We have also lost insureds as some physicians and hospitals have entered into alternative risk transfer mechanisms. Historically, these alternatives have been less attractive when prices soften in the traditional insurance markets.

          If competitors become less disciplined in their pricing, or more permissive in their coverage terms, we would expect to lose additional business because our ongoing commitment to adequate rates and strong underwriting standards affects our willingness to write new business and to renew existing business in the face of this price-based competition. The combined effects of lower rates and the challenges of writing new business are expected to cause our gross written premiums to continue to decline in 2008.

Insurance Regulatory Matters

          We are subject to regulation under the insurance and insurance holding company statutes of various jurisdictions including the domiciliary states of our insurance subsidiaries and other states in which our insurance subsidiaries do business. Our operating insurance subsidiaries are domiciled in Alabama, Michigan, the District of Columbia, and Wisconsin.

          Insurance companies are also affected by a variety of state and federal legislative and regulatory measures and judicial decisions. These could include new or updated definitions of risk exposure and limitations on business practices. In addition, individual state insurance departments may prevent premium rates for some classes of insureds from reflecting the level of risk assumed by the insurer for those classes.

          There is currently limited federal regulation of the insurance business, but each state has a comprehensive system for regulating insurers operating in that state. In addition, these insurance regulators periodically examine each insurer’s financial condition, adherence to statutory accounting practices, and compliance with insurance department rules and regulations.

          Our operating subsidiaries are required to file detailed annual reports with the state insurance regulators in each of the states in which they do business. The laws of the various states establish agencies with broad authority to regulate, among other things, licenses to transact business, premium rates for certain types of coverage, trade practices, agent licensing, policy forms, underwriting and claims practices, reserve adequacy, transactions with affiliates, and insurer solvency. Many states also regulate investment activities on the basis of quality, distribution and other quantitative criteria. States have also enacted legislation regulating insurance holding company systems, including acquisitions, the payment of dividends, the terms of affiliate transactions, and other related matters.

          Applicable state insurance laws, rather than federal bankruptcy laws, apply to the liquidation or reorganization of insurance companies.

Insurance Regulation Concerning Change or Acquisition of Control

          The insurance regulatory codes in our operating subsidiaries’ respective domiciliary states each contain provisions (subject to certain variations) to the effect that the acquisition of “control” of a domestic insurer or of any person that directly or indirectly controls a domestic insurer cannot be consummated without the prior approval of the domiciliary insurance regulator. In general, a presumption of “control” arises from the direct or indirect ownership, control or possession with the power to vote or possession of proxies with respect to 10% (5% in Alabama) or more of the voting securities of a domestic insurer or of a person that controls a domestic insurer. A person seeking to acquire control, directly or indirectly, of a domestic insurance company or of any person controlling a domestic insurance company must generally file an application for approval of the proposed change of control with the relevant insurance regulatory authority.

          In addition, certain state insurance laws contain provisions that require pre-acquisition notification to state agencies of a change in control of a non-domestic insurance company admitted in that state. While such pre-acquisition notification statutes do not authorize the state agency to disapprove the change of control, such statutes do authorize certain remedies, including the issuance of a cease and

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desist order with respect to the non-domestic admitted insurers doing business in the state if certain conditions exist, such as undue market concentration.

Statutory Accounting and Reporting

          Insurance companies are required to file detailed quarterly and annual reports with the state insurance regulators in each of the states in which they do business, and their business and accounts are subject to examination by such regulators at any time. The financial information in these reports is prepared in accordance with Statutory Accounting Principles (SAP). Insurance regulators periodically examine each insurer’s financial condition, adherence to SAP, and compliance with insurance department rules and regulations.

Regulation of Dividends and Other Payments from Our Operating Subsidiaries

          Our operating subsidiaries are subject to various state statutory and regulatory restrictions which limit the amount of dividends or distributions an insurance company may pay to its shareholders without prior regulatory approval. Generally, dividends may be paid only out of earned surplus. In every case, surplus subsequent to the payment of any dividends must be reasonable in relation to an insurance company’s outstanding liabilities and must be adequate to meet its financial needs.

          State insurance holding company acts generally require domestic insurers to obtain prior approval of extraordinary dividends. Under the insurance holding company acts governing our principal operating subsidiaries except NCRIC and PIC Wisconsin, a dividend is considered to be extraordinary if the combined dividends and distributions to the parent holding company in any 12 month period are more than the greater of either the insurer’s net income for the prior fiscal year or 10% of its surplus at the end of the prior fiscal year.

          The regulations governing District of Columbia insurers, which have jurisdiction over NCRIC, deems a dividend to be extraordinary if the combined dividends and distributions made in any 12 month period exceeds the lesser of:

• net income less capital gains; or

• 10% surplus at the prior calendar year end.

          The regulations governing Wisconsin insurers deems a dividend to be extraordinary if the amount exceeds the lesser of:

• 10% of a company’s capital and surplus as of December 31 of the preceding year; or

• the greater of:

• Statutory net income for the preceding calendar year, minus realized capital gains for that calendar year; or

• The aggregate of statutory net income for the three previous calendar years minus realized capital gains for those calendar years, minus dividends paid or credited and distributions made within the first two of the preceding three calendar years.

          If insurance regulators determine that payment of a dividend or any other payments to an affiliate (such as payments under a tax-sharing agreement or payments for employee or other services) would, because of the financial condition of the paying insurance company or otherwise, be a detriment to such insurance company’s policyholders, the regulators may prohibit such payments that would otherwise be permitted.

Risk-Based Capital

          In order to enhance the regulation of insurer solvency, the National Association of Insurance Commissioners (NAIC) specifies risk-based capital (RBC) requirements for property and casualty insurance companies. At December 31, 2007, all of ProAssurance’s insurance subsidiaries exceeded the minimum RBC levels.

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Investment Regulation

          Our operating subsidiaries are subject to state laws and regulations that require diversification of investment portfolios and that limit the amount of investments in certain investment categories. Failure to comply with these laws and regulations may cause non-conforming investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture. We believe that our operating subsidiaries are in compliance with state investment regulations.

Guaranty Funds

          Admitted insurance companies are required to be members of guaranty associations which administer state Guaranty Funds. These associations levy assessments (up to prescribed limits) on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the covered lines of business in that state. Maximum assessments permitted by law in any one year generally vary between 1% and 2% of annual premiums written by a member in that state. Some states permit member insurers to recover assessments paid through surcharges on policyholders or through full or partial premium tax offsets, while other states permit recovery of assessments through the rate filing process.

Shared Markets

          State insurance regulations may force us to participate in mandatory property and casualty shared market mechanisms or pooling arrangements that provide certain insurance coverage to individuals or other entities that are otherwise unable to purchase such coverage in the commercial insurance marketplace. Our operating subsidiaries’ participation in such shared markets or pooling mechanisms is not material to our business at this time.

Changes in Legislation and Regulation

          In recent years, the insurance industry has been subject to increased scrutiny by regulators and legislators. The NAIC and a number of state legislatures have considered or adopted legislative proposals that alter and, in many cases, increase the authority of state agencies to regulate insurance companies and insurance holding company systems.

          Tort reforms generally restrict the ability of a plaintiff to recover damages by, among other limitations, eliminating certain claims that may be heard in a court, limiting the amount or types of damages, changing statutes of limitation or the period of time to make a claim, and limiting venue or court selection. A number of states in which we do business have enacted, or are considering, tort reform legislation. Because we cannot predict with any certainty how appellate courts will rule on these laws we do not take them into account in our rate-making assumptions, except in Florida where such credit is required by law.

          While the effects of tort reform would appear to be beneficial to our business generally, there can be no assurance that such reforms will be effective or ultimately upheld by the courts in the various states. Further, if tort reforms are effective, the business of providing professional liability insurance may become more attractive, thereby causing an increase in competition.

          In addition, the enactment of tort reforms could be accompanied by legislation or regulatory actions that may be detrimental to our business because of expected benefits which may or may not be realized. These expectations could result in regulatory or legislative action limiting the ability of professional liability insurers to raise or maintain rates at adequate levels. Coverage mandates or other expanded insurance requirements could also be imposed. States may also consider state sponsored malpractice insurance entities that could remove some physicians from the private insurance market.

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          We continue to monitor developments on a state-by-state basis, and make business decisions accordingly. Several of the states in which we operate, notably Georgia, Florida, Illinois, Missouri, Ohio, Texas, and West Virginia, have passed tort reform, but these laws have yet to materially affect our business. In many of these states there are active challenges to tort reform and historically, many tort reform laws have been invalidated in the appeals process.

• In 2007 a Circuit Court in Illinois struck down that state’s tort reforms. We anticipate that a final ruling on the constitutionality of the tort reform package will be made by Illinois’ Supreme Court sometime in the next 18 months.

• A Circuit Court in Oklahoma struck down that state’s tort reforms in January 2008. That ruling will be appealed and we expect a ruling from that state’s Supreme Court within 18 months.

• Wisconsin’s caps on non-economic damages were ruled unconstitutional in 2005, and in 2006 the legislature enacted a new law that re-established caps on non-economic damages at $750,000.

          We believe there will be continuing court challenges in all states in the coming years.

          Tort reform proposals are considered from time-to-time at the Federal level. This legislation has had the backing of the Bush administration and passed the House of Representatives in 2007, as in prior legislative sessions, but has never been approved in the Senate. We do not believe there will be Federal tort reform in the foreseeable future. As in the states, passage of a Federal tort reform package would likely be subject to judicial challenge and we cannot be certain that it would be upheld by the courts.

          Healthcare reform could alter the healthcare delivery system or reimbursement plans. This could have a material adverse effect on our business if it results in changes in how health care providers insure their medical malpractice risks. A broad range of healthcare reform measures has been suggested, and public discussion of such measures will likely continue in the future, especially during the 2008 presidential campaign. Proposals have included, among others, spending limits, price controls, limiting increases in insurance premiums and/or health savings accounts, limiting the liability of doctors and hospitals for tort claims, imposing liability on institutions rather than physicians, and restructuring the healthcare insurance system. We cannot predict which, when, or if any reform proposals will be adopted or what effect they may have on our business.

          In addition to regulatory and legislative efforts, there have been significant market driven changes in the healthcare environment that have negatively affected or threatened to affect the practices and economic independence of our insureds. Medical professionals have found it more difficult to conduct a traditional fee-for-service practice and many have been driven to join or contractually affiliate with larger organizations.

          These changes may result in the elimination of, or a significant decrease in, the role of the physician in the medical malpractice insurance purchasing decision. They could also result in greater emphasis on the role of professional managers, who may seek to purchase insurance on a price competitive basis, and who may favor insurance companies that are larger and more highly rated than we are. In addition, such change and consolidation could reduce our medical malpractice premiums as groups of insurance purchasers generally retain more risk or self insure.

          In addition there have been prior attempts to involve the federal government in the regulation of the insurance industry at some level. While we do not have any reason to believe this will occur in the near future, we cannot rule out that possibility.

          Although the federal government does not regulate the business of insurance directly, federal initiatives, including changes in patient protection legislation and the various health care reforms currently under discussion may affect our business.

Employees

          At December 31, 2007, we had 587 employees, none of whom are represented by a labor union. We consider our employee relations to be good.

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ITEM 1A. RISK FACTORS.

          There are a number of factors, many beyond our control, which may cause results to differ significantly from our expectations. Some of these factors are described below, while others having to do with operational, liquidity, interest rate and other variables, are described elsewhere in this report. Any factor described in this report could by itself, or together with one or more factors, have a negative effect on our business, results of operations and/or financial condition. There may be factors not described in this report that could also cause results to differ from our expectations.

Our operating results may be affected if actual insured losses differ from our loss reserves.

          Due to the size of our reserve for loss and loss adjustment expenses, even a small percentage adjustment to the assumptions we make in establishing our reserve can have a material effect on our results of operations for the period in which the change is made. Significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss by the insured and payment of that loss. To recognize liabilities for unpaid losses, we establish reserves as balance sheet liabilities representing estimates of amounts needed to pay reported and unreported losses and the related loss adjustment expense. The process of estimating loss reserves is a difficult and complex exercise involving many variables and subjective judgments. As part of the reserving process, we review historical data and consider the impact of various factors such as:

– trends in claim frequency and severity;

– changes in operations;

– emerging economic and social trends;

– inflation; and

– changes in the regulatory and litigation environments.

          This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate, but not necessarily accurate, basis for predicting future events. There is no precise method for evaluating the impact of any specific factor on the adequacy of reserves, and actual results are likely to differ from original estimates.

          Our loss reserves also may be affected by court decisions that expand liability on our policies after they have been issued and priced. In addition, a significant jury award, or series of awards, against one or more of our insureds could require us to pay large sums of money in excess of our reserved amounts. Due to uncertainties inherent in the jury system, the risk of incurring a loss that could have a material adverse affect on reserves increases as the number of cases being litigated to a jury verdict increases.

          To the extent loss reserves prove to be inadequate in the future, we would need to increase our loss reserves and incur a charge to earnings in the period the reserves are increased, which could have a material adverse impact on our financial condition and results of operation and the price of our common stock.

If we are unable to maintain a favorable financial strength rating, it may be more difficult for us to write new business or renew our existing business.

          Independent rating agencies assess and rate the claims-paying ability of insurers based upon criteria established by the agencies. Periodically the rating agencies evaluate us to confirm that we continue to meet the criteria of previously assigned ratings. The financial strength ratings assigned by rating agencies to insurance companies represent independent opinions of financial strength and ability to meet policyholder obligations and are not directed toward the protection of investors. Ratings by rating agencies are not ratings of securities or recommendations to buy, hold or sell any security.

          Our principal operating subsidiaries hold favorable financial strength ratings with A.M. Best and Fitch. Financial strength ratings are used by agents and customers as an important means of assessing the financial strength and quality of insurers. If our financial position deteriorates, we may not maintain

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our favorable financial strength ratings from the rating agencies. A downgrade or involuntary withdrawal of any such rating could limit or prevent us from writing desirable business.

          The following table presents the ratings of our group and our core subsidiaries as of February 28, 2008:

		Company / Rating
						Red
	ProAssurance	Medical		PIC		Mountain	Woodbrook
Rating Agency	Group	Assurance	NCRIC	Wisconsin	ProNational	Casualty	Casualty
Fitch	A	A	A	A	A	A	A
(www.fitchratings.com)	(Strong)	(Strong)	(Strong)	(Strong)	(Strong)	(Strong)	(Strong)
A. M. Best	A-	A-	B++	A-	A-	A-	B
(www.ambest.com)	(Excellent)	(Excellent)	(Good)	(Excellent)	(Excellent)	(Excellent)	(Fair)

          The rating process is dynamic and ratings can change. If you are seeking updated information about our ratings, please visit the rating agency websites listed in the table.

We operate in a highly competitive environment.

          The property and casualty insurance business is highly competitive. We compete with large national property and casualty insurance companies, locally-based specialty companies, self-insured entities and alternative risk transfer mechanisms (such as captive insurers and risk retention groups) whose activities are directed to limited markets in which they have extensive knowledge. Competitors include companies that have substantially greater financial resources than we do, as well as mutual companies and similar companies not owned by shareholders whose return on equity objectives may be lower than ours.

          Competition in the property and casualty insurance business is based on many factors, including premiums charged and other terms and conditions of coverage, services provided, financial ratings assigned by independent rating agencies, claims services, reputation, financial strength and the experience of the insurance company in the line of insurance to be written. Increased competition could adversely affect our ability to attract and retain business at current premium levels and reduce the profits that would otherwise arise from operations.

Our revenues may fluctuate with insurance market conditions.

          We derive a significant portion of our insurance premium revenue from medical malpractice risks. Our policy is to charge adequate premiums on risks that meet our underwriting standards. We have lowered our rates where warranted by loss cost improvements, however, some competitors may, or are currently offering, rates that are lower than we consider to be justified. Increased competition in our markets makes it difficult for us to develop new business and may reduce our retention of current business, although our retention has not eroded significantly in the past year. Our competitors may become even less disciplined in their pricing, or more permissive in their terms. We cannot predict whether, when, or how market conditions will change, or the manner in which, or the extent to which, any such changes may have an adverse effect on the results of our operations.

Our investment results will fluctuate as interest rates change.

          Our investment portfolio is primarily comprised of interest-earning assets. Thus, prevailing economic conditions, particularly changes in market interest rates, may significantly affect our operating results. Changes in market interest rate levels generally affect our net income to the extent that reinvestment yields are different than the yields on maturing securities. Changes in interest rates also can affect the value of our interest-earning assets, which are principally comprised of fixed and adjustable-rate investment securities. Generally, the values of fixed-rate investment securities fluctuate inversely with changes in interest rates. Interest rate fluctuations could adversely affect our stockholders’ equity, income and/or cash flows. Our total investments at December 31, 2007 were $3.6 billion, of which $3.2 billion

21

was invested in fixed maturities. Unrealized pre-tax net investment gains on investments in available-for- sale fixed maturities were approximately $18.4 million at December 31, 2007.

          At December 31, 2007, we held equity investments having a fair value of $7.6 million in an available-for-sale portfolio and held additional equity securities having a fair value of $14.2 million in a trading portfolio. The fair value of these securities fluctuates depending upon company specific and general market conditions.

          Any decline in the fair value of available-for-sale securities that we determine to be other-than-temporary will reduce our current period net income. Any changes in the fair values of trading securities, whether unrealized/realized gains or losses, will be included in current period net income.

Our investments are subject to prepayment and credit risk.

          Our portfolio holds mortgage backed securities which are subject to prepayment risk. A prepayment is the unscheduled return of principal. As rates decline, and the opportunity for mortgage refinancing increases, the length of time we hold our mortgage backed securities may decrease due to prepayments. Prepayments may cause us to reinvest cash flows at lower yields than currently recognized. Conversely, as rates increase, and mortgage refinancing opportunities lessen, the length of time we hold our mortgage backed securities may increase, causing us to not reinvest cash flows at then higher available yields.

          Our portfolio holds asset backed securities which consist of securitizations of underlying loans collateralized by homes, autos, credit card receivables, commercial properties, hotels, and multi-family housing. In addition to interest rate fluctuations, asset backed security values are subject to the existence of US Government or Government-Sponsored Enterprise guarantees, the value and cash flows of the underlying collateral, and the security’s seniority in the securitization’s capital structure. Approximately 29% of our fixed maturities are asset backed securities, all of which are investment grade, (97% AAA, 2% AA, 1% A) as determined by Nationally Recognized Statistical Rating Organizations (NRSROs) (Moody’s, Standard & Poor’s and Fitch). Ratings published by the NRSROs are one of the tools used to evaluate the credit worthiness of our securities. The ratings are subject to error by the agencies, therefore, we may be subject to additional credit exposure should the rating be misstated.

          We have direct exposure to asset backed securitizations that we classify as sub-prime. (See Item 7 for details). We have no exposure to sub-prime loans through collateralized debt obligations (CDOs).

Changes in healthcare could have a material affect on our operations.

          Proposals have included, among others, spending limits, price controls, limiting increases in insurance premiums and/or health savings accounts, limiting the liability of doctors and hospitals for tort claims, imposing liability on institutions rather than physicians, and restructuring the healthcare insurance system. We cannot predict which, when, or if any reform proposals will be adopted or what effect they may have on our business.

          In addition to regulatory and legislative efforts, there have been significant market driven changes in the healthcare environment that have negatively affected or threatened to affect the practices and economic independence of our insureds. Medical professionals have found it more difficult to conduct a traditional fee-for-service practice and many have been driven to join or contractually affiliate with larger organizations.

          These changes may result in the elimination of, or a significant decrease in, the role of the physician in the medical malpractice insurance purchasing decision. They could also result in greater emphasis on the role of professional managers, who may seek to purchase insurance on a price competitive basis, and who may favor insurance companies that are larger and more highly rated than we are. In addition, such change and consolidation could reduce our medical malpractice premiums as groups of insurance purchasers generally retain more risk or self insure.

We are a holding company and are dependent on dividends and other payments from our operating subsidiaries, which are subject to dividend restrictions.

          We are a holding company whose principal source of funds is cash dividends and other permitted payments from operating subsidiaries. If our subsidiaries are unable to make payments to us, or are able

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to pay only limited amounts, we may be unable to make payments on our indebtedness. The payment of dividends by these operating subsidiaries is subject to restrictions set forth in the insurance laws and regulations of their respective states of domicile, as discussed under Item 1, “Insurance Regulatory Matters” on page 17.

Regulatory requirements could have a material effect on our operations.

          Our insurance businesses are subject to extensive regulation by state insurance authorities in each state in which they operate. Regulation is intended for the benefit of policyholders rather than shareholders. In addition to the amount of dividends and other payments that can be made to a holding company by insurance subsidiaries, these regulatory authorities have broad administrative and supervisory power relating to:

– licensing requirements;

– trade practices;

– capital and surplus requirements;

– investment practices; and

– rates charged to insurance customers.

          These regulations may impede or impose burdensome conditions on rate increases or other actions that we may want to take to enhance our operating results. In addition, we may incur significant costs in the course of complying with regulatory requirements. Most states also regulate insurance holding companies like us in a variety of matters such as acquisitions, changes of control and the terms of affiliated transactions.

          Future legislative or regulatory changes may also adversely affect our business operations.

Our claims settlement practices could result in a bad faith claim against us.

          We could be sued for allegedly acting in bad faith during our handling of a claim. The damages in actions for bad faith may include amounts owed by the insured in excess of the policy limits as well as consequential and punitive damages. Awards above policy limits are possible whenever a case is taken to trial, and they have been more common in recent years. Historically, we have been successful in resolving actions alleging bad faith on terms that have no material adverse effect on our financial condition and results of operations. These actions have the potential to have a material adverse effect on our financial condition and results of operations.

The unpredictability of court decisions could have a material affect on our operations.

          The financial position of our insurance subsidiaries may also be affected by court decisions that expand insurance coverage beyond the intention of the insurer at the time it originally issued an insurance policy. In addition, a significant jury award, or series of awards, against one or more of our insureds could require us to pay large sums of money in excess of our reserve amounts.

The passage of tort reform or other legislation, and the subsequent review of such laws by the courts could have a material impact on our operations.

          Tort reforms generally restrict the ability of a plaintiff to recover damages by, among other limitations, eliminating certain claims that may be heard in a court, limiting the amount or types of damages, changing statutes of limitation or the period of time to make a claim, and limiting venue or court selection. A number of states in which we do business have enacted, or are considering, tort reform legislation. Because we cannot predict with any certainty how appellate courts will rule on these laws we do not take them into account in our rate-making assumptions, except in Florida where such credit is required by law.

          While the effects of tort reform would appear to be beneficial to our business generally, there can be no assurance that such reforms will be effective or ultimately upheld by the courts in the various states. Further, if tort reforms are effective, the business of providing professional liability insurance may become more attractive, thereby causing an increase in competition.

          In addition, the enactment of tort reforms could be accompanied by legislation or regulatory

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actions that may be detrimental to our business because of expected benefits which may or may not be realized. These expectations could result in regulatory or legislative action limiting the ability of professional liability insurers to raise or maintain rates at adequate levels. Coverage mandates or other expanded insurance requirements could also be imposed. States may also consider state sponsored malpractice insurance entities that could remove some physicians from the private insurance market.

          We continue to monitor developments on a state-by-state basis, and make business decisions accordingly.

Our business could be adversely affected by the loss of independent agents.

          We depend in part on the services of independent agents in the marketing of our insurance products. We face competition from other insurance companies for the services and allegiance of independent agents. These agents may choose to direct business to competing insurance companies.

If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments.

          As part of our overall risk and capacity management strategy, we purchase reinsurance for significant amounts of risk underwritten by our insurance company subsidiaries. Market conditions beyond our control determine the availability and cost of the reinsurance, which may affect the level of our business and profitability. We may be unable to maintain current reinsurance coverage or to obtain other reinsurance coverage in adequate amounts and at favorable rates. If we are unable to renew our expiring coverage or to obtain new reinsurance coverage, either our net exposure to risk would increase or, if we are unwilling to bear an increase in net risk exposures, we would have to reduce the amount of our underwritten risk.

We cannot guarantee that our reinsurers will pay in a timely fashion, if at all, and, as a result, we could experience losses.

          We transfer some of our risks to reinsurance companies in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred, it does not relieve us of our liability to our policyholders. If reinsurers fail to pay us or fail to pay on a timely basis, our financial results would be adversely affected. At December 31, 2007 our reinsurance recoverable on unpaid losses is $ 327 million and our receivable from reinsurers on paid losses, which is classified as a part of Other Assets, is $40 million.

The guaranty fund assessments that we are required to pay to state guaranty associations may increase and results of operations and financial condition could suffer as a result.

          Each state in which we operate has separate insurance guaranty fund laws requiring admitted property and casualty insurance companies doing business within their respective jurisdictions to be members of their guaranty associations. These associations are organized to pay covered claims (as defined and limited by the various guaranty association statutes) under insurance policies issued by insolvent insurance companies. Most guaranty association laws enable the associations to make assessments against member insurers to obtain funds to pay covered claims after a member insurer becomes insolvent. These associations levy assessments (up to prescribed limits) on all member insurers in a particular state on the basis of the proportionate share of the premiums written by member insurers in the covered lines of business in that state. Maximum assessments permitted by law in any one year generally vary between 1% and 2% of annual premiums written by a member in that state, although one notable exception occurred in Florida in 2006, when the state assessed all property casualty insurers a total of 4% of their non-property premiums to offset bankruptcies caused by hurricane claims. Some states permit member insurers to recover assessments paid through surcharges on policyholders or through full or partial premium tax offsets, while other states permit recovery of assessments through the rate filing process.

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          Net property and casualty guaranty fund assessments incurred by us totaled $553,000 and $2.6 million for 2007 and 2006, respectively. Our policy is to accrue for the insurance insolvencies when notified of assessments. We are not able to reasonably estimate the liabilities of an insolvent insurer or develop a meaningful range of the insolvent insurer’s liabilities because of inadequate financial data with respect to the estate of the insolvent company as supplied by the guaranty funds.

Our business could be adversely affected by the loss of one or more key employees.

          We are heavily dependent upon our senior management and the loss of services of our senior executives could adversely affect our business. Our success has been, and will continue to be, dependent on our ability to retain the services of existing key employees and to attract and retain additional qualified personnel in the future. The loss of the services of key employees or senior managers, or the inability to identify, hire and retain other highly qualified personnel in the future, could adversely affect the quality and profitability of our business operations.

          Our board of directors regularly reviews succession planning relating to our Chief Executive Officer as well as other senior officers. Mr. Starnes, our Chief Executive Officer, has indicated to the board that he has no immediate plans for retirement.

Provisions in our charter documents, Delaware law and state insurance law may impede attempts to replace or remove management or impede a takeover, which could adversely affect the value of our common stock.

          Our certificate of incorporation, bylaws and Delaware law contain provisions that may have the effect of inhibiting a non-negotiated merger or other business combination. Additionally, the board of directors may issue preferred stock, which could be used as an anti-takeover device, without a further vote of our stockholders. We currently have no preferred stock outstanding, and no present intention to issue any shares of preferred stock. However, because the rights and preferences of any series of preferred stock may be set by the board of directors in its sole discretion, the rights and preferences of any such preferred stock may be superior to those of our common stock and thus may adversely affect the rights of the holders of common stock.

          The voting structure of common stock and other provisions of our certificate of incorporation are intended to encourage a person interested in acquiring us to negotiate with, and to obtain the approval of, the board of directors in connection with a transaction. However, certain of these provisions may discourage our future acquisition, including an acquisition in which stockholders might otherwise receive a premium for their shares. As a result, stockholders who might desire to participate in such a transaction may not have the opportunity to do so.

          In addition, state insurance laws provide that no person or entity may directly or indirectly acquire control of an insurance company unless that person or entity has received approval from the insurance regulator. An acquisition of control would be presumed if any person or entity acquires 10% (5% in Alabama) or more of our outstanding common stock, unless the applicable insurance regulator determines otherwise.

          These provisions apply even if the offer may be considered beneficial by stockholders.

          If a change in management or a change of control is delayed or prevented, the market price of our common stock could decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

          None.

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ITEM 2. PROPERTIES.

          We own three office buildings, all of which are unencumbered. In Birmingham, Alabama we own a 156,000 square foot building in which we currently occupy approximately 82,000 square feet with the remaining office space leased to unaffiliated persons or available to be leased. In Okemos, Michigan we own, and fully occupy a 53,000 square foot building and in Madison, Wisconsin we own and fully occupy a 38,000 square foot building.

ITEM 3. LEGAL PROCEEDINGS.

          Our insurance subsidiaries are involved in various legal actions, a substantial number of which arise from claims made under insurance policies. While the outcome of all legal actions is not presently determinable, management and its legal counsel are of the opinion that these actions will not have a material adverse effect on our financial position or results of operations. See Note 9 to the Consolidated Financial Statements included herein.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          Not applicable.

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EXECUTIVE OFFICERS OF PROASSURANCE CORPORATION

          The executive officers of ProAssurance Corporation (ProAssurance) serve at the pleasure of the Board of Directors. We have a knowledgeable and experienced management team with established track records in building and managing successful insurance operations. In total, our senior management team has average experience in the insurance industry of 19 years. Following is a brief description of each executive officer of ProAssurance, including their principal occupation and employment during the last five years.

W. Stancil Starnes	Mr. Starnes was appointed as Chief Executive Officer of ProAssurance effective July 2, 2007. Mr. Starnes served as President, Corporate Planning and Administration, of Brasfield & Gorrie, LLC, a large commercial construction firm from October, 2006 to May, 2007. Prior to October 2006, Mr. Starnes served as the Senior and Managing Partner of Starnes & Atchison, LLP, Attorneys at Law, and was extensively involved with ProAssurance and its predecessor companies in the defense of its medical liability claims. (Age 59)
Victor T. Adamo	Mr. Adamo has been the President of ProAssurance since its inception. Mr. Adamo first joined the predecessor of Professionals Group (PICOM Insurance Company) in 1985 as general counsel and was elected CEO in 1987. From 1975 to 1985, Mr. Adamo was in private legal practice and represented the company in corporate legal matters. Mr. Adamo is a Chartered Property Casualty Underwriter. (Age 59)
Howard H. Friedman	Mr. Friedman is a Co-President of our Professional Liability Group, a position he has held since October 2005, and is also our Chief Underwriting Officer. Mr. Friedman has served in a number of positions for ProAssurance, most recently as Chief Financial Officer and Corporate Secretary. He was also the Senior Vice President, Corporate Development of Medical Assurance. Mr. Friedman is an Associate of the Casualty Actuarial Society. (Age 49)
Jeffrey P. Lisenby	Mr. Lisenby was appointed as a Senior Vice President in December 2007 and has served as our Corporate Secretary since January 1, 2006. Mr. Lisenby joined Medical Assurance, the predecessor to ProAssurance, in 2001 and has served as Vice President and head of the corporate Legal Department since the creation of ProAssurance. Prior to joining Medical Assurance, he was in private practice in Birmingham, Alabama and served as a judicial clerk for the United States District Court for the Northern District of Alabama. Mr. Lisenby is a member of the Alabama State Bar and the United States Supreme Court Bar and is a Chartered Property Casualty Underwriter. (Age 39)
James J. Morello	Mr. Morello was appointed as a Senior Vice President, Chief Accounting Officer and Treasurer in June 2001. Mr. Morello has been Senior Vice President and Treasurer for Medical Assurance since its formation in 1995. Mr. Morello has been employed as Treasurer and the Chief Financial Officer of Medical Assurance Company, Inc. since 1984. Mr. Morello is a Certified Public Accountant. We announced on December 5, 2007 that Mr. Morello had informed us of his plans to resign from his executive position on June 30, 2008. (Age 59)

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Frank B. O’Neil	Mr. O’Neil was appointed as our Senior Vice President of Corporate Communications and Investor Relations in September 2001. Mr. O’Neil has been Senior Vice President of Corporate Communications for Medical Assurance since 1997 and employed by Medical Assurance Company and its subsidiaries since 1987. (Age 54)
Edward L. Rand, Jr.	Mr. Rand was appointed Chief Financial Officer on April 1, 2005, having joined ProAssurance as our Senior Vice President of Finance in November 2004. Prior to joining ProAssurance Mr. Rand was the Chief Accounting Officer and Head of Corporate Finance for PartnerRe Ltd. Prior to that time Mr. Rand served as the Chief Financial Officer of Atlantic American Corporation. Mr. Rand is a Certified Public Accountant. (Age 41)
Darryl K. Thomas	Mr. Thomas is a Co-President of our Professional Liability Group, a position he has held since October 2005, and serves as our Chief Claims Officer. Prior to the formation of ProAssurance, Mr. Thomas was Senior Vice President of Claims for ProNational Insurance Company, one of ProAssurance’s predecessor companies. Prior to joining ProNational Insurance Company in 1995, Mr. Thomas was Executive Vice President of a national third-party administrator of professional liability claims. Mr. Thomas was also Vice President and Litigation Counsel for the Kentucky Hospital Association. (Age 50)

          We have adopted a code of ethics that applies to our directors and executive officers, including our principal executive officers, principal financial officer, and principal accounting officer. We also have share ownership guidelines in place to ensure that management maintains a significant portion of their personal investments in the stock of ProAssurance. See Item 1 for information regarding the availability of the Code of Ethics and the Share ownership Guidelines.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

          At February 15, 2008, ProAssurance Corporation (PRA) had 3,903 stockholders of record and 32,203,785 shares of common stock outstanding. ProAssurance’s common stock currently trades on The New York Stock Exchange (NYSE) under the symbol “PRA”.

	2007				2006
Quarter	High		Low		High		Low
First	$	52.83	$	48.67	$	53.08	$	48.95
Second		57.30		51.00		51.22		45.96
Third		56.17		48.69		51.69		46.18
Fourth		57.19		50.46		52.11		47.84

          ProAssurance has not paid any cash dividends on its common stock and does not currently have a policy to pay regular dividends.

          ProAssurance’s insurance subsidiaries are subject to restrictions on the payment of dividends to the parent. Information regarding restrictions on the ability of the insurance subsidiaries to pay dividends is incorporated by reference from the paragraphs under the caption “Insurance Regulatory Matters–Regulation of Dividends and Other Payments from Our Operating Subsidiaries” in Item 1 on page 17 of this 10-K.

Securities Authorized for Issuance Under Equity Compensation Plans

          The following table provides information regarding ProAssurance’s equity compensation plans as of December 31, 2007.

	Number of securities to be		Weighted-average		Number of securities remaining
	issued upon exercise of		exercise price of		available for future issuance under
	outstanding options,		outstanding options,		equity compensation plans (excluding
Plan Category	warrants and rights		warrants and rights		securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		973,155	$	40.55		1,452,304
Equity compensation plans not approved by security holders		—		—		—

Issuer Purchases of Equity Securities

          The following table provides information regarding ProAssurance’s shares purchased as part of publicly announced plans or programs.

					Total Number of Shares
	Total Number		Average		Purchased as Part of		Approximate Dollar Value of
	of Shares		Price Paid		Publicly Announced Plans		Shares that May Yet Be Purchased
Period	Purchased		per Share		or Programs		Under the Plans or Programs(1)
October 1-31, 2007		—	$	—		—	$	108,735,790
November 1-30, 2007		121,116	$	52.93		121,116	$	102,325,239
December 1-31, 2007		120,900	$	53.98		120,900	$	80,335,500
Total		242,016	$	53.45		242,016

⁽¹⁾ Shown net of authorizations used for repurchase of debt.

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ITEM 6. SELECTED FINANCIAL DATA

	Year Ended December 31
	2007			2006			2005			2004			2003
	(In thousands except per share data)
Selected Financial Data (1)
Gross premiums written (2)	$	549,074		$	578,983		$	572,960		$	573,592		$	543,323
Net premiums written (2)		506,397			543,376			521,343			535,028			497,659
Premiums earned (2)		585,310			627,166			596,557			555,524			509,260
Premiums ceded (2)		(51,797	)		(44,099	)		(53,316	)		(35,627	)		(49,389	)
Net premiums earned (2)		533,513			583,067			543,241			519,897			459,871
Net investment income (2)		171,308			147,450			98,293			76,627			64,232
Equity in earnings (loss) of unconsolidated subsidiaries (2)		1,630			2,339			900			1,042			300
Net realized investment gains (losses) (2)		(5,939	)		(1,199	)		912			7,572			5,858
Other income (2)		5,556			5,941			4,604			2,419			5,580
Total revenues (2)		706,068			737,598			647,950			607,557			535,841
Net losses and loss adjustment expenses (2)		350,997			443,329			438,201			460,437			439,368
Income (loss) from continuing operations		168,186			126,984			80,026			43,043			15,345
Net income		168,186			236,425			113,457			72,811			38,703
Income (loss) from continuing operations per     share:
Basic	$	5.10		$	3.96		$	2.66		$	1.48		$	0.53
Diluted	$	4.78		$	3.72		$	2.52		$	1.44		$	0.53
Net income per share:
Basic	$	5.10		$	7.38		$	3.77		$	2.50		$	1.34
Diluted	$	4.78		$	6.85		$	3.54		$	2.37		$	1.33
Weighted average shares outstanding:
Basic		32,960			32,044			30,049			29,164			28,956
Diluted		35,823			34,925			32,908			31,984			30,389
Balance Sheet Data (as of December 31)
Total investments (2)	$	3,629,607		$	3,492,098		$	2,614,319		$	2,145,609		$	1,792,323
Total assets from continuing operations		4,439,836			4,342,853			3,341,600			2,743,295			2,448,088
Total assets		4,439,836			4,342,853			3,909,379			3,239,198			2,879,352
Reserve for losses and loss adjustment expenses (2)		2,559,707			2,607,148			2,224,436			1,818,636			1,634,749
Long-term debt (2)		164,158			179,177			167,240			151,480			104,789
Total liabilities from continuing operations		3,184,766			3,224,306			2,806,820			2,333,405			2,074,560
Total capital		1,255,070			1,118,547			765,046			611,019			546,305
Total capital per share of common stock outstanding	$	38.69		$	33.61		$	24.59		$	20.92		$	18.77
Common stock outstanding at end of year		32,443			33,276			31,109			29,204			29,105

(1)	Includes acquired entities since date of acquisition, only. PIC Wisconsin was acquired on August 1, 2006. NCRIC Corporation was acquired on August 3, 2005.
(2)	Excludes discontinued operations.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to those statements which accompany this report. Throughout the discussion, references to ProAssurance, “we,” “us” and “our” refers to ProAssurance Corporation and its consolidated subsidiaries. The discussion contains certain forward-looking information that involves risks and uncertainties. As discussed under “Forward-Looking Statements,” our actual financial condition and operating results could differ significantly from these forward-looking statements.

Critical Accounting Estimates

          Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Preparation of these financial statements requires us to make estimates and assumptions that affect the amounts we report on those statements. We evaluate these estimates and assumptions on an on-going basis based on current and historical developments, market conditions, industry trends and other information that we believe to be reasonable under the circumstances. There can be no assurance that actual results will conform to our estimates and assumptions; reported results of operations may be materially affected by changes in these estimates and assumptions.

          Management considers the following accounting estimates to be critical because they involve significant judgment by management and the effect of those judgments could result in a material effect on our financial statements.

Reserve for Losses and Loss Adjustment Expenses (reserve for losses or reserve)

          The largest component of our liabilities is our reserve for losses and the largest component of expense for our operations is incurred losses. Net losses in any period reflect our estimate of net losses incurred related to the premiums earned in that period as well as any changes to our estimates of the reserve established for net losses of prior periods.

          The estimation of medical professional liability losses is inherently difficult. Ultimate loss costs, even for claims with similar characteristics, vary significantly depending upon many factors, including but not limited to, the nature of the injury and the personal situation of the claimant or the claimant’s family, the outcome of jury trials, the legislative and judicial climate where the insured event occurred, general economic conditions and the trend of health care costs. Medical professional liability claims are typically resolved over an extended period of time, often five years or more. The combination of changing conditions and the extended time required for claim resolution results in a loss cost estimation process that requires actuarial skill and the application of judgment, and such estimates require periodic revision.

          In establishing our reserve for losses management considers a variety of factors including historical paid and incurred loss development trends, the effect of inflation on medical care, general economic trends and the legal environment. We perform an in-depth review of our reserve for losses on a semi-annual basis. Additionally, during each reporting period we update and review the data underlying the estimation of our reserve for losses and make adjustments that we believe best reflect emerging data. Any adjustments are reflected in the then-current operations. Due to the size of our reserve for losses, even a small percentage adjustment to these estimates could have a material effect on our results of operations for the period in which the adjustment is made.

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          External actuaries review our reserve for losses at least semi-annually. We consider the views of the external actuaries as well as other factors, such as known, anticipated or estimated changes in frequency and severity of claims, loss retention levels and premium rates in establishing our reserves.

          As a result of the variety of factors that must be considered by management there is a significant risk that actual incurred losses will develop differently from these estimates. In establishing our initial reserves for a given accident year we rely significantly on the loss assumptions embedded within our pricing. Because of the historically volatile nature of medical liability losses, we establish the initial loss estimates at a level which is approximately 10% above the pricing assumptions. This difference recognizes the volatility of the medical malpractice loss environment and the risk in determining pricing parameters. As each accident year matures we analyze reserves in a variety of ways. We use a variety of actuarial methodologies in performing these analyses. Among the methods that we have used are:

– Bornhuetter-Ferguson method

– Paid development method

– Reported development method

– Average paid value method

– Average reported value method

– Backward recursive method

          Generally, methods such as the Bornheutter-Ferguson method are used on more recent accident years where we have less data on which to base our analysis. As time progresses and we have an increased amount of data for a given accident year we begin to give more confidence to the development and average methods as these methods typically rely more heavily on our own historical data. Each of these methods treats our assumptions differently, and thus provides a different perspective for our reserve review.

          The various actuarial methods discussed above are applied in a consistent manner from period to period. In addition, we perform statistical reviews of claims data such as claim counts, average settlement costs and severity trends.

          In performing these analyses we partition our business by coverage type, geography, layer of coverage and accident year. This procedure is intended to balance the use of the most representative data for each partition, capturing its unique patterns of development and trends. For each partition, the results of the various methods, along with the supplementary statistical data regarding such factors as the current economic environment, are used to develop a point estimate based upon management’s judgment and past experience. The process of selecting the point estimate from the set of possible outcomes produced by the various actuarial methods is based upon the judgment of management and is not driven by formulaic determination. For each partition of our business we select a point estimate with due regard for the age, characteristics and volatility of the partition of the business, the volume of data available for review and past experience with respect to the accuracy of estimates. This series of selected point estimates is then combined to produce an overall point estimate for ultimate losses.

          We have modeled implied reserve ranges around our single point reserve estimates for our professional liability business assuming different confidence levels. The ranges have been developed by aggregating the expected volatility of losses across partitions of our business to obtain a consolidated distribution of potential reserve outcomes. The aggregation of this data takes into consideration the correlation among our geographic and specialty mix of business. The result of the correlation approach to aggregation is that the ranges are narrower than the sum of the ranges determined for each partition.

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          We have used this modeled statistical distribution to calculate an 80% and 60% confidence interval for the potential outcome of our reserve for losses. The high and low end points of the distributions are as follows:

	Low End Point	Carried Reserve	High End Point
80% Confidence Level	$1.672 billion	$2.233 billion	$2.862 billion
60% Confidence Level	$1.831 billion	$2.233 billion	$2.574 billion

          The claims environment in which we and others in our industry operate is inherently uncertain. The development of a statistical distribution models the uncertainty as well as the limited predictive power of past loss data. The distributions represent an estimate of the range of possible outcomes and should not be confused with a range of best estimates. Given the number of factors considered it is neither practical nor meaningful to isolate a particular assumption or parameter of the process and calculate the impact of changing that single item. Any change in our estimate of the reserve is reflected in then-current operations. Due to the size of our reserve for losses, even a small percentage adjustment to these estimates could have a material effect on our results of operations for the period in which the adjustment is made.

Reinsurance

          We use insurance and reinsurance (collectively, “reinsurance”) to provide capacity to write larger limits of liability, to provide protection against losses in excess of policy limits, and to stabilize underwriting results in years in which higher losses occur. The purchase of reinsurance does not relieve us from the ultimate risk on our policies, but it does provide reimbursement for certain losses we pay.

          We evaluate each of our ceded reinsurance contracts at inception to determine if there is sufficient risk transfer to allow the contract to be accounted for as reinsurance under current accounting guidance. At December 31, 2007 all ceded contracts are accounted for as risk transferring contracts.

          Our receivable from reinsurers on unpaid losses and loss adjustment expenses represents our estimate of the amount of our reserve for losses that will be recoverable under our insurance and reinsurance programs. We base our estimate of funds recoverable upon our expectation of ultimate losses and the portion of those losses that we estimate to be allocable to reinsurers based upon the terms of our reinsurance agreements. As losses are paid, the related amount expected to be collected from reinsurers is recorded as a receivable in Other Assets.

          We estimate premiums ceded under reinsurance agreements wherein the premium due to the reinsurer, subject to certain maximums and minimums, is based in part on losses reimbursed or to be reimbursed under the agreement. Our estimates of the amounts due from and to reinsurers are regularly reviewed and updated by management as new data becomes available. Our assessment of the collectibility of the recorded amounts receivable from reinsurers considers the payment history of the reinsurer, publicly available financial and rating agency data, our interpretation of the underlying contracts and policies, and responses by reinsurers. Appropriate reserves are established for balances we believe may not be collected.

          Given the uncertainty of the ultimate amounts of our losses, our estimates of losses and related amounts recoverable may vary significantly from the eventual outcome. Any adjustments are reflected in then-current operations. Due to the size of our reinsurance balances, an adjustment to these estimates could have a material effect on our results of operations for the period in which the adjustment is made.

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Investment Valuations

          We evaluate our investments on at least a quarterly basis for declines in fair value below cost for the purpose of determining whether these declines represent other-than-temporary declines. Some of the factors we consider in the evaluation of our investments are:

– the extent to which the fair value of an investment is less than its cost basis,

– the length of time for which the fair value of the investment has been less than its cost basis,

– the financial condition and near-term prospects of the issuer underlying the investment, taking into consideration the economic prospects of the issuer’s industry and geographical region, to the extent that information is publicly available, and

– our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value.

          Determining whether a decline in the fair value of investments is an other-than-temporary decline may also involve a variety of assumptions and estimates, particularly for investments that are not actively traded in established markets. For example, assessing the value of certain investments requires us to perform an analysis of expected future cash flows or prepayments. Other investments, such as collateralized mortgage or bond obligations, represent selected tranches of structured transactions supported overall by underlying investments in a wide variety of issuers. When we judge a decline in fair value below cost to be other-than-temporary we reduce the cost basis of the investment to fair value and recognize a loss in the current period income statement for the amount of the reduction. In subsequent periods, we base any measurement of gain or loss or decline in value upon the adjusted cost basis of the investment. Our specific accounting policies related to our invested assets are discussed in Notes 1 and 4 to the Consolidated Financial Statements.

Deferred Policy Acquisition Costs

          Policy acquisition costs, primarily commissions, premium taxes and underwriting salaries, which are primarily and directly related to the acquisition of new and renewal premiums are capitalized as deferred policy acquisition costs and charged to expense as the related premium revenue is recognized. We evaluate the recoverability of our deferred policy acquisition costs and any amounts estimated to be unrecoverable are charged to expense in the current period.

Goodwill

          In accordance with Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” we make an annual assessment as to whether the value of our goodwill assets is impaired. We completed such assessments in 2007, 2006 and 2005 and concluded that the value of our goodwill assets related to continuing operations was not impaired. As of December 31, 2007 goodwill totaled approximately $72.2 million. We use market-based valuation models to estimate the fair value. These models require the use of numerous assumptions regarding market perceptions of value as related to our consolidated and reporting unit historical and projected operating results and those of other economically similar entities. Changes to these assumptions could significantly lower our estimates of fair value and result in a determination that goodwill has suffered impairment in value. Any determined impairment would be reflected as an expense in the period identified.

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ProAssurance Overview

          We are an insurance holding company and our operating results are primarily derived from the operations of our insurance subsidiaries, all of which principally write medical professional liability insurance.

Corporate Strategy

          Our mission is to be the preferred source of professional liability protection by providing unparalleled claims defense, highly responsive customer service and innovative risk management while maintaining our commitment to long-term financial strength. According to A.M. Best’s analysis of 2006 data, we are the fourth largest medical liability insurance writer in the nation, and we believe we are the largest medical liability writer in our collective states of operation. We believe that our strong reputation in our regional markets, combined with our financial strength, strong customer service and proven ability to manage claims, should enable us, over the long-term, to profitably expand our position in select states. We have successfully acquired and integrated companies and books of business in the past and believe our financial size and strength make us an attractive acquirer. We emphasize disciplined underwriting and do not manage our business to achieve a certain level of premium growth or market share. We apply our local knowledge to individual risk selection and determine the appropriate price based on our assessment of the specific characteristics of each risk. In addition to prudent risk selection, we seek to control our underwriting results through effective claims management. We investigate each claim and have fostered a strong culture of defending claims that we believe have no merit. We manage claims at the local level, tailoring claims handling to the legal climate of each state, which we believe differentiates us from national writers.

          Through our regional underwriting and claims office structure, we are able to gain a strong understanding of local market conditions and efficiently adapt our underwriting and claims strategies to regional conditions. Our regional presence also allows us to maintain active relationships with our customers and be more responsive to their needs. We believe these factors allow us to compete on a basis other than just price. We also believe that our presence in local markets allows us to monitor and understand changes in the liability climate and thus develop better business strategies in a timely manner.

          We have sustained our financial stability during difficult market conditions through responsible pricing and loss reserving practices. We are committed to maintaining prudent operating and financial leverage and conservatively investing our assets. We recognize the importance that our customers and producers place on the strong ratings of our principal insurance subsidiaries and we intend to manage our business to protect our financial security.

          We measure performance in a number of ways, but particularly focus on our combined ratio and investment returns, both of which directly affect our return on equity (ROE). We target a long-term average ROE of 12% to 14%.

          We believe that a focus on rate adequacy, selective underwriting and effective claims management is required if we are to achieve our ROE targets. We closely monitor premium revenues, losses and loss adjustment costs, and acquisition, underwriting and insurance expenses. Our overall investment strategy is to focus on maximizing current income from our investment portfolio while maintaining safety, liquidity, duration and portfolio diversification. We engage in activities that generate other income; however, such activities, principally fee and agency services, do not constitute a significant use of our resources or a significant source of revenues or profits.

Growth Opportunities and Outlook

          We expect our long-term growth to come through controlled expansion in states where we are already writing business and into additional states within, or adjacent to, our existing business footprint. We also look to expand through the acquisition of other companies or books of business; however, such expansion is opportunistic and cannot be predicted.

          We face price-based competition in virtually all of our markets, with some competitors offering coverage at rates that we believe do not meet our long-term profitability goals. Additionally, a number of physicians and hospitals are seeking to lower their costs through the use of alternative risk transfer

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approaches such as self insurance and risk sharing pools, although these alternatives become less attractive as prices soften in the traditional insurance markets.

          Our on-going commitment to adequate rates and strong underwriting standards affects our willingness to write new business and to renew existing business in the face of this price-based competition. Improvements in loss cost trends have allowed us to reduce rates in certain markets during 2007 and to offer targeted new business and renewal retention programs in selected markets. While both actions improve policyholder retention, they decrease our average premiums. The combined effects of lower rates and the challenges of writing new business are expected to cause our gross written premiums to continue to decline in 2008.

Accounting Changes

          We adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48) as of its effective date, January 1, 2007. FIN 48 creates a single model to address accounting for uncertainty in tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition. The cumulative effect of adopting FIN 48 increased retained earnings and reduced our tax liability by $2.7 million at January 1, 2007.

Recent Accounting Pronouncements and Guidance

          In December 2007 the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 160 amends Accounting Research Bulletin (ARB) 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt the Statement on its effective date. The adoption is not expected to have a significant effect on our results of operations or financial position.

          In December 2007 the FASB issued SFAS 141 (Revised December 2007) Business Combinations (SFAS 141R). SFAS 141R replaces FASB Statement No. 141, Business Combinations but retains the fundamental requirement in SFAS 141 that the acquisition method (referred to as the purchase method in SFAS 141) of accounting be used for all business combinations. SFAS 141R provides new or additional guidance with respect to business combinations including: defining the acquirer in a transaction, the valuation of assets and liabilities when noncontrolling interests exist, the treatment of contingent consideration, the treatment of costs incurred to effect the acquisition, the treatment of reorganization costs, and the valuation of assets and liabilities when the purchase price is below the net fair value of assets acquired. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt the Statement on its effective date.

          In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 allows many financial assets and liabilities and other items to be reported at fair value that are not currently measured at fair value; unrealized gains and losses on items for which the fair value option has been elected would be reported in earnings at each subsequent reporting date. SFAS 159 also establishes new disclosure requirements with respect to fair values. SFAS 159 is effective for fiscal years beginning after November 15, 2007, unless early adopted. We will adopt SFAS 159 on its effective date. Upon adoption, we do not plan to select the fair value alternative for any financial assets or liabilities that are not currently measured at fair value. We do not expect adoption to have a material effect on our results of operations or financial condition.

          In September 2006, the FASB issued SFAS 157, Fair Value Measurements (SFAS 157). The standard establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. SFAS 157 is applicable to other accounting pronouncements that require or permit fair value measurements but does not require any new fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007, unless early adopted. We will adopt SFAS

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157 on its effective date. We do not expect adoption to have a material effect on our results of operations or financial condition.

Recent Significant Events

          Effective January 1, 2006, we sold our personal lines operations and recognized a gain on the sale of $109.4 million after consideration of sales expenses and estimated taxes. Additional information regarding the sale is provided in Note 3 to the Notes to the Consolidated Financial Statements.

          Effective August 1, 2006 we acquired Physicians Insurance Company of Wisconsin, Inc. (PIC Wisconsin) in an all stock merger. The acquisition of PIC Wisconsin allowed ProAssurance to expand its medical professional liability business into the state of Wisconsin and adjacent states and into Nevada. This transaction strategically expanded our geographic footprint and was in keeping with our desire to expand our professional liability operations through selective acquisitions. A more detailed description of the merger transaction is provided in Note 2 to the Consolidated Financial Statements.

     During the first quarter of 2007 we reached a confidential settlement that ended all litigation and appeals stemming from, and related to, a $217 million judgment on a malpractice verdict against insureds of one of our subsidiaries entered in Tampa, Florida in October 2006. The effect of the settlement has been reflected in our financial statements.

          On April 2, 2007 our Board authorized $150 million to repurchase our shares or debt securities. The timing and quantity of any repurchase is dependent upon market conditions and any changes in ProAssurance’s capital requirements, as well as limitations imposed by applicable securities laws and regulations, and the rules of the New York Stock Exchange. As of December 31, 2007 we have repurchased approximately 1.0 million common shares at a total cost of approximately $54.2 million. On December 4, 2007 we utilized approximately $15.5 million of the authorization to redeem our outstanding 2032 Subordinated Debentures.

          A. Derrill Crowe, M.D. retired as Chief Executive Officer (CEO), effective July 1, 2007 and remains as non-executive Chairman of our Board. The Board of Directors elected W. Stancil Starnes to succeed Dr. Crowe as CEO. Mr. Starnes formerly served as President, Corporate Planning and Administration, of Brasfield & Gorrie, LLC, a large commercial construction firm. Prior to October 2006, Mr. Starnes served as the Senior and Managing Partner of Starnes & Atchison, LLP, Attorneys at Law, and was extensively involved with ProAssurance and its predecessor companies in the defense of its medical liability claims.

Reclassifications

          Due to the increasing significance of the amounts involved, for all periods presented, we have separately stated our investments in unconsolidated subsidiaries and our equity in the earnings of unconsolidated subsidiaries. Previously, investments in unconsolidated subsidiaries were included as a component of other investments, and earnings of unconsolidated subsidiaries were considered as a component of net investment income. The reclassification had no effect on income from continuing operations, net income or total assets.

Liquidity and Capital Resources and Financial Condition

Overview

          ProAssurance Corporation is a holding company and is a legal entity separate and distinct from its subsidiaries. Because it has no other business operations, dividends from its operating subsidiaries represent a significant source of funds for its obligations, including debt service. The ability of our insurance subsidiaries to pay dividends is subject to limitation by state insurance regulations. See our discussions under “Regulation of Dividends and Other Payments from Our Operating Subsidiaries” in Part I, and in Note 15 of our Notes to the Consolidated Financial Statements for additional information regarding the ordinary dividends that can be paid by our insurance subsidiaries in 2008. At December 31, 2007 we held cash and investments of approximately $195 million outside of our insurance subsidiaries that are available for use without regulatory approval.

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Cash Flows

          The principal components of our cash flow are the excess of net investment income and premiums collected over net losses paid and operating costs, including income taxes. Timing delays exist between the collection of premiums and the ultimate payment of losses. Premiums are generally collected within the twelve-month period after the policy is written while our claim payments are generally paid over a more extended period of time. Likewise timing delays exist between the payment of claims and the collection of reinsurance recoveries.

          Our operating activities provided positive cash flows of approximately $244.1 million during the year ended December 31, 2007, which is composed of $201.4 million from routine insurance operations and proceeds of $42.7 million related to the sale of trading securities. In 2006, cash provided by operating activities of $182.8 million is composed of net positive cash flows from routine insurance operations of $289.0 million, offset by tax payments related to the sale of our personal lines operations of approximately $54.6 million and purchases of trading securities of approximately $51.6 million.

          Exclusive of cash flows related to trading securities and the taxes paid on the MEEMIC transaction, the decline in operating cash flows during 2007 is principally attributable to an increase in payments for losses and loss adjustment expenses, net of reinsurance reimbursements received. A number of factors influenced the increase in losses paid, including an additional seven months of PIC Wisconsin payment activity, the maturing of claims incurred during the last several years of growth, and an increase in the number of large indemnity payments, net of amounts received from reinsurers.

          Two metrics commonly used to analyze the operating cash flows of insurance companies are the paid-to-incurred ratio and the paid loss ratio.

	Year Ended December 31
	2007			2006
Paid-to-incurred ratio		101.1	%		62.0	%
Paid loss ratio		66.5	%		47.2	%

          Our paid-to-incurred and paid loss ratios are higher in 2007 than in 2006 primarily due to the 2007 increase in net loss payments. The ratios also increased in 2007 because the denominators of each ratio (net losses and loss adjustment expenses for the paid-to-incurred ratio; net earned premiums for the paid loss ratio) decreased in 2007 as compared to 2006. For a long-tailed business such as ProAssurance, the ratios for a short period of time should not be viewed in isolation. Both changes in premium volume and the recognition of reserve development can impact the calculation of these ratios.

          The timing of our indemnity payments is affected by many factors, including the nature and number of the claims in process in any one period and the speed at which cases work through the trial and appellate process. In the contractual obligations table included in Part II of our December 31, 2006 Form 10K we projected, largely based on historical payment patterns, that we would pay gross losses of $546 million during 2007 related to the reserves that were established at December 31, 2006. Actual gross loss and loss adjustment expenses paid during 2007 were $486 million, which, while lower than our 2006 estimate, reflects the unpredictable nature of our business. Cash flows in 2007 were also reduced due to a decline in premium receipts. These decreases to operating cash flows were partially offset by growth in cash flows from investment earnings, and a reduction in premium payments to our reinsurers.

Investments

          We manage our investments to ensure that we will have sufficient liquidity to meet our obligations, taking into consideration the timing of cash flows from our investments as well as the expected cash flows to be generated by our operations. At our insurance subsidiaries the primary outflow of cash is related to net losses paid and operating costs, including income taxes. The payment of individual claims cannot be predicted with certainty; therefore, we rely upon the history of paid claims in estimating the timing of future claims payments. To the extent that we have an unanticipated shortfall in cash we may either liquidate securities or borrow funds under previously established borrowing arrangements. However, given the relatively short duration of our investments, we do not foresee any such shortfall.

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          We invest most of the cash generated from operations into debt and equity securities. We held cash and short-term securities of $259.1 million at December 31, 2007 as compared to $213.4 million at December 31, 2006. Since December 31, 2006 we have held additional funds in our short-term portfolio both as a means of managing the duration of our overall investment portfolio, and as a means of increasing our flexibility in a volatile investment market.

          During 2007 we sold the securities held in our fixed maturities trading portfolio (primarily treasury indexed) because we believed active trading of these securities no longer offered superior returns.

          Other investments increased from $39.5 million at December 31, 2006 to $54.9 million at December 31, 2007. In January 2007 we contributed high-yield asset-backed bonds from our available-for-sale investment portfolio to a fund created for the purpose of managing such investments. We maintain a direct beneficial interest in securities originally contributed to the fund, which are included in our Balance Sheet as a component of other investments at fair value ($16.2 million at December 31, 2007). Cash flows from our initial investment in the fund, which approximate $10.3 million at December 31, 2007, are being re-invested in an undivided interest of the fund. The undivided interest is considered as an investment in an unconsolidated subsidiary and is accounted for using the equity method.

          As of December 31, 2007 our available-for-sale fixed maturity securities of $3.24 billion comprise 89% of our total investments. The approximate $108 million net increase as compared to our December 31, 2006 holdings reflects the investment of operating cash flows, as well as an increase in fair value attributable to lower interest rates (as discussed below).

          Substantially all of our fixed maturities are either United States government agency obligations or investment grade securities as determined by national rating agencies. Our available-for-sale fixed maturities have a dollar weighted average rating of “AA+” at December 31, 2007. The weighted average effective duration of our fixed maturity securities at December 31, 2007 is 4.13 years; the weighted average effective duration of our fixed maturity securities and our short-term securities combined is 3.88 years.

          Changes in market interest rate levels generally affect our net income to the extent that reinvestment yields are different than the yields on maturing securities. Changes in market interest rates also affect the fair value of our fixed maturity securities. On a pre-tax basis, net unrealized gains on our available-for-sale fixed maturity securities are comprised as follows:

	In millions
	Year Ended December 31
	2007			2006
Gross unrealized gains	$	37.2		$	22.7
Gross unrealized (losses)		(18.8	)		(25.2	)
Net unrealized gains (losses)	$	18.4		$	(2.5	)

          Approximately 85% of the unrealized loss positions in our portfolio are interest-rate related. We have the intent and, due to the duration of our overall portfolio and positive operating cash flows, believe we have the ability, to hold these bonds to recovery of book value or maturity and do not consider the declines in value to be other-than-temporary. For a discussion of the potential effects that future changes in interest rates may have on our investment portfolio see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.”

          As of December 31, 2007, our fixed maturity securities include securities with a fair value of approximately $21.4 million (including unrealized losses of $1.1 million) that are supported by collateral we classify as sub-prime, of which approximately 68% are AAA rated, 26% are AA+, and 6% are A. Additionally, we have approximately $4.0 million (including unrealized losses of $3.3 million) of securities exposure to below investment grade fixed income securities with sub-prime exposure within a high-yield investment fund; the average rating of the securities is BB+. In 2007, we evaluated our exposure to the sub-prime market and determined that $6.5 million of writedowns were warranted for other than temporary impairments. We have no exposure to sub-prime through collateralized debt obligations.

          Equity investments represent less than 1% of our total investments and less than 2% of our stockholders’ equity at both December 31, 2007 and 2006. At December 31, 2007, the carrying value of our equity investments (including equities in our available-for-sale and trading portfolios) totaled $21.8 million as compared to $14.9 million at December 31, 2006.

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Losses

          The following table, known as the Reserve Development Table, presents information over the preceding ten years regarding the payment of our losses as well as changes to (the development of) our estimates of losses during that time period. Years prior to 2001 relate only to the reserves of Medical Assurance. In years 2001 and thereafter the table reflects the reserves of ProAssurance, formed in 2001 in order to merge Medical Assurance and Professionals Group. NCRIC reserves are included only in the year 2005 and thereafter. PIC Wisconsin reserves are included in the year 2006 and thereafter. The table does not include the reserves of personal lines operations, which are reflected in our financial statements as discontinued operations.

          The table includes losses on both a direct and an assumed basis and is net of reinsurance recoverables. The gross liability for losses before reinsurance, as shown on the balance sheet, and the reconciliation of that gross liability to amounts net of reinsurance are reflected below the table. We do not discount our reserve for losses to present value. Information presented in the table is cumulative and, accordingly, each amount includes the effects of all changes in amounts for prior years. The table presents the development of our balance sheet reserve for losses; it does not present accident year or policy year development data. Conditions and trends that have affected the development of liabilities in the past may not necessarily occur in the future. Accordingly, it is not appropriate to extrapolate future redundancies or deficiencies based on this table.

          The following may be helpful in understanding the Reserve Development Table:

– The line entitled “Reserve for losses, undiscounted and net of reinsurance recoverables” reflects our reserve for losses and loss adjustment expense, less the receivables from reinsurers, each as showing in our consolidated financial statements at the end of each year (the Balance Sheet Reserves).

– The section entitled “Cumulative net paid, as of” reflects the cumulative amounts paid as of the end of each succeeding year with respect to the previously recorded Balance Sheet Reserves.

– The section entitled “Re-estimated net liability as of” reflects the re-estimated amount of the liability previously recorded as Balance Sheet Reserves that includes the cumulative amounts paid and an estimate of additional liability based upon claims experience as of the end of each succeeding year (the Net Re-estimated Liability).

– The line entitled “Net cumulative redundancy (deficiency)” reflects the difference between the previously recorded Balance Sheet Reserve for each applicable year and the Net Re-estimated Liability relating thereto as of the end of the most recent fiscal year.

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Analysis of Reserve Development
(In thousands)

										December 31,
	1997			1998			1999			2000			2001			2002			2003			2004			2005			2006			2007
Reserve for losses, undiscounted and net of reinsurance recoverables	$	464,122		$	480,741		$	486,279		$	493,457		$	1,009,354		$	1,098,941		$	1,298,458		$	1,544,981		$	1,896,743		$	2,236,385		$	2,232,596
Cumulative net paid, as of:
One Year Later		67,383			89,864			133,832			143,892			245,743			224,318			200,314			199,617			242,608		331,294
Two Years Later		128,758			192,716			239,872			251,855			436,729			393,378			378,036			384,050		503,271
Three Years Later		194,139			257,913			313,993			321,957			563,557			528,774			526,867		578,455
Four Years Later		227,597			308,531			358,677			367,810			656,670			635,724		680,470
Five Years Later		252,015			331,796			387,040			402,035			726,661		749,300
Six Years Later		266,056			346,623			408,079			422,005		794,786
Seven Years Later		276,052			357,148			417,362		440,676
Eight Years Later		284,442			362,978		430,779
Nine Years Later		295,935		370,260
Ten Years Later	299,665
Re-estimated Net Liability as of:
End of Year		464,122			480,741			486,279			493,457			1,009,354			1,098,941			1,298,458			1,544,981			1,896,743			2,236,385
One Year Later		416,814			427,095			463,779			507,275			1,026,354			1,098,891			1,289,744			1,522,000			1,860,451		2,131,400
Two Years Later		364,196			398,308			469,934			529,698			1,023,582			1,099,292			1,282,920			1,479,773		1,764,076
Three Years Later		333,530			400,333			488,416			527,085			1,032,571			1,109,692			1,259,802		1,418,802
Four Years Later		323,202			414,008			487,366			534,382			1,035,832			1,108,539		1,250,110
Five Years Later		320,888			415,381			485,719			536,875			1,045,063		1,133,343
Six Years Later		321,232			412,130			489,187			535,120		1,052,050
Seven Years Later		321,959			409,501			490,200		531,995
Eight Years Later		319,822			412,148		490,575
Nine Years Later		330,911		411,107
Ten Years Later	328,037
Net cumulative redundancy (deficiency)	$	136,085		$	69,634		$	(4,296	)	$	(38,538	)	$	(42,696	)	$	(34,402	)	$	48,348		$	126,179		$	132,667		$	104,985
Original gross liability — end of year	$	614,720		$	660,631		$	665,786		$	659,659		$	1,322,871		$	1,494,875		$	1,634,749		$	1,818,635		$	2,224,436		$	2,607,148
Less: reinsurance recoverables		(150,598	)		(179,890	)		(179,507	)		(166,202	)		(313,517	)		(395,934	)		(336,291	)		(273,654	)		(327,693	)		(370,763	)
Original net liability — end of year	$	464,122		$	480,741		$	486,279		$	493,457		$	1,009,354		$	1,098,941		$	1,298,458		$	1,544,981		$	1,896,743		$	2,236,385
Gross re-estimated liability — latest	$	413,263		$	517,011		$	599,393		$	629,317		$	1,296,125		$	1,439,664		$	1,558,332		$	1,705,783		$	2,113,353		$	2,545,622
Re-estimated reinsurance recoverables	(85,226		)	(105,904		)	(108,818		)	(97,322		)	(244,075		)	(306,321		)	(308,222		)	(286,981		)	(349,277		)	(414,222		)
Net re-estimated liability — latest	$	328,037		$	411,107		$	490,575		$	531,995		$	1,052,050		$	1,133,343			1,250,110		$	1,418,802		$	1,764,076		$	2,131,400
Gross cumulative redundancy (deficiency)	$	201,457		$	143,620		$	66,393		$	30,342		$	26,746		$	55,211		$	76,417		$	112,852		$	111,083		$	61,526

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          In each year reflected in the table, we have estimated our reserve for losses utilizing the actuarial methodologies discussed in critical accounting estimates. These techniques are applied to the data in a consistent manner and the resulting projections are evaluated by management to establish the estimate of reserve.

          Factors that have contributed to the variation in loss development are primarily related to the extended period of time required to resolve medical malpractice claims and include the following:

– Reserves in the earlier years of the table include prior accident year amounts dating back to the mid- and late-1980’s. When these reserves were originally established, our estimates were strongly influenced by dramatic increases to frequency and severity trends that we, and the industry as a whole, experienced in the mid-1980s. Some of these trends moderated, and in some cases, reversed, in the late 1980s or early 1990s, but the extended time required for claims resolution delayed our recognition of the improved environment

– Prior to the mid to late 1990’s our business was largely based in Alabama. When we began to expand geographically, we utilized industry based data as well as our own data to support our actuarial projection process. Our own claims experience proved to be better than the projected experience, but again, this was not known for some time after the reserves were established. Ultimately, as actual results proved better than that suggested by historical trends and industry claims data, redundancies developed and were recognized.

– The medical professional liability legal environment deteriorated once again in the late 1990’s. Beginning in 2000, we recognized adverse trends in claim severity causing increased estimates of certain loss liabilities. As a result, favorable development of prior year reserves slowed in 2000 and reversed in 2001 and 2002. We have addressed these trends through increased rates, stricter underwriting and modifications to claims handling procedures.

– During 2005, 2006 and 2007 we have recognized favorable development related to our previously established reserves for accident years 2001 through 2005 because we have reduced our estimates of claims severity related to those years. Based on recent internal and industry claims data, we believe claims severity (i.e., the average size of a claim) is increasing at a rate slower than we estimated when our reserves for those years were established.

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          Activity in our net reserve for losses during 2007, 2006 and 2005 is summarized below:

	In thousands
	Year Ended December 31
	2007			2006			2005
Balance, beginning of year	$	2,607,148		$	2,224,436		$	1,818,636
Less receivable from reinsurers		370,763			327,693			273,654
Net balance, beginning of year		2,236,385			1,896,743			1,544,982
Reserves acquired from acquisitions, net of receivable from reinsurers of $57.2 million in 2006 and $43.5 million in 2005		—			171,246			139,672
Incurred related to:
Current year		455,982			479,621			461,182
Prior years		(104,985	)		(36,292	)		(22,981	)
Total incurred		350,997			443,329			438,201
Paid related to:
Current year		(23,492	)		(32,325	)		(26,495	)
Prior years		(331,294	)		(242,608	)		(199,617	)
Total paid		(354,786	)		(274,933	)		(226,112	)
Net balance, end of year		2,232,596			2,236,385			1,896,743
Plus receivable from reinsurers		327,111			370,763			327,693
Balance, end of year	$	2,559,707		$	2,607,148		$	2,224,436

           At December 31, 2007 our gross reserve for losses included case reserves of approximately $1.180 billion and IBNR reserves of approximately $1.380 billion. Our consolidated reserve for losses on a GAAP basis exceeds the combined reserves of our insurance subsidiaries on a statutory basis by approximately $39.7 million, which is principally due to the portion of the GAAP reserve for losses that is reflected for statutory accounting purposes as unearned premiums. These unearned premiums are applicable to extended reporting endorsements (“tail” coverage) issued without a premium charge upon death, disability, or retirement of an insured.

Reinsurance

          We use reinsurance to provide capacity to write larger limits of liability, to provide protection against losses in excess of policy limits, and to stabilize underwriting results in years in which higher losses occur. The purchase of reinsurance does not relieve us from the ultimate risk on our policies, but it does provide reimbursement from the reinsurer for certain losses paid by us.

          We generally reinsure professional liability risks under annual treaties pursuant to which the reinsurer agrees to assume all or a portion of all risks that we insure above our individual risk retention of $1 million per claim, up to the maximum individual limit offered (currently $16 million). Historically, per claim retention levels have varied between the first $200,000 and the first $2 million depending on the coverage year and the state in which business was written. Periodically, we provide insurance to policyholders above the maximum limits of our primary reinsurance treaties. In those situations, we reinsure the excess risk above the limits of our reinsurance treaties on a facultative basis, whereby the reinsurer agrees to insure a particular risk up to a designated limit.

          Our risk retention level is dependent upon numerous factors including our risk appetite and the capital we have to support it, the price and availability of reinsurance, volume of business, level of experience and our analysis of the potential underwriting results within each state. Our 2007-2008 reinsurance treaties renewed on October 1, 2007 without significant change in cost or structure. We purchase reinsurance from a number of companies to mitigate concentrations of credit risk. Our reinsurance broker assists us in the analysis of the credit quality of our reinsurers. We base our reinsurance buying decisions on an evaluation of the then-current financial strength, rating and stability of prospective reinsurers. However, the financial strength of our reinsurers, and their corresponding ability to pay us, may change in the future due to forces or events we cannot control or anticipate.

          We have not experienced any significant difficulties in collecting amounts due from reinsurers due to the financial condition of the reinsurer. Should future events lead us to believe that any reinsurer is

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unable to meet its obligations to us, adjustments to the amounts recoverable would be reflected in the results of current operations.

          At December 31, 2007 our reinsurance recoverable on unpaid losses is $ 327 million and our receivable from reinsurers on paid losses, which is classified as a part of Other Assets, is $ 39.6 million. The following table identifies our reinsurers from which our recoverables (net of amounts due to the reinsurer) are $10 million or more as of December 31, 2007:

				In thousands
	A.M. Best			Net Amounts Due
Reinsurer	Company Rating			From Reinsurer
Hannover Ruckversicherung AG		A		$	35,139
General Reinsurance Corp		A	++	$	33,997
Transatlantic Reins Co		A	+	$	19,283
AXA Re		A	-	$	17,308
Lloyd’s Syndicate 2791		A		$	15,205
PMA Capital Insurance Company		B		$	12,666

Off Balance Sheet Arrangements/Guarantees

          As discussed in Note 10 to the Consolidated Financial Statements, our 2034 Debentures are held by, and are the sole assets of, related business trusts. The PRA Trusts purchased the 2034 Debentures with proceeds from related trust preferred stock (TPS) issued and sold by each trust. The terms and maturities of the 2034 Subordinated Debentures mirror those of the related TPS. The PRA Trusts will use the debenture interest and principal payments we pay into each trust to meet their TPS obligations. In accordance with the guidance given in Financial Accounting Standards Board Interpretation No. 46R, “Variable Interest Entities,” (FIN 46R) the PRA Trusts are not included in our consolidated financial statements because we are not the primary beneficiary of either trust.

          ProAssurance has issued guarantees that amounts paid to the PRA Trusts related to the 2034 Subordinated Debentures will subsequently be remitted to the holders of the related TPS.

Debt

          Our long-term debt at December 31, 2007 is comprised of the following.

	In thousands, except %
				First
	Rate	2007		Redemption Date
Convertible Debentures	3.9%, fixed	$	105,973	July 2008
2034 Subordinated Debentures	8.7%, Libor adjusted		46,395	May 2009
2034 Surplus Notes	7.7%, fixed until May 2009		11,790	May 2009*
		$	164,158

* Subject to approval by the Wisconsin Commissioner of Insurance

          Our Convertible Debentures may be converted at the option of holders when the price of our common stock exceeds a specified price (currently $50.19) during 20 of the last 30 days of any quarter. Upon conversion, holders will receive 23.9037 shares of common stock for each $1,000 principal amount of debentures surrendered for conversion. The criterion allowing conversion was met during the quarter ended December 31, 2007 and holders may convert through March 31, 2008. To-date, no holders have requested conversion. If converted, we have the right to deliver cash or a combination of cash and common stock, in lieu of common stock.

          After July 7, 2008 we may redeem our convertible debt at face value, for cash, with at least 30 days but not more than 60 days notice. Debentures called for redemption are convertible by the holder into common stock; we can elect to pay holders in cash or a combination of cash and common stock. We have not yet made any decision regarding such a redemption. Also, on June 30, 2008 holders may require us to repurchase all or a portion of the Convertible Debentures at face value, plus interest. We may elect to pay all or a portion of the repurchase price in common stock. If the Convertible Debt is repaid, the related unamortized loan discounts and loan costs, which total $2.0 million at December 31, 2007, will be charged to expense in the period of repayment.

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          We utilized cash of $15.5 million to redeem our 2032 Subordinated Debentures at face value in December, 2007.

          A more detailed description of our debt is provided in Note 10 to the Consolidated Financial Statements.

Contractual Obligations

          A schedule of our non-cancelable contractual obligations at December 31, 2007 follows:

	Payments due by period
	In thousands
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Loss and loss adjustment expenses	$	2,559,707	$540,733		$896,888		$597,484		$524,602
Interest on long-term debt		203,645		9,223		18,718		18,757		156,947
Long-term debt obligations		165,995		—		—		—		165,995
Operating lease obligations		5,046		2,243		2,635		168		—
Total	$	2,934,393	$552,199		$918,241		$616,409		$847,544

          For the purposes of this table, all long-term debt is assumed to be settled at its contractual maturity and interest on long-term debt is calculated using interest rates in effect at December 31, 2007 for variable rate debt. The anticipated payout of loss and loss adjustment expenses is based upon our historical payout patterns. Both the timing and amount of these payments may vary from the payments indicated. Our operating lease obligations are primarily for the rental of office space, office equipment, communications lines and equipment.

          Each of our debt instruments allows for repayment before maturity, at our option, on or after certain dates. Additionally, holders of our convertible debt can request early redemption under specified circumstances. For more information on our debt see Note 10 to the Consolidated Financial Statements.

Litigation

          We are involved in various legal actions arising primarily from claims against us related to insurance policies and claims handling, including, but not limited to, claims asserted by our policyholders. Legal actions are generally divided into two categories: Legal actions dealing with claims and claim-related actions which we consider in our evaluation of our reserve for losses and legal actions falling outside of these areas which we evaluate and reserve for separately as a part of our Other Liabilities.

          Claim-related actions are considered as a part of our reserving process under the guidance provided by SFAS 60 Accounting and Reporting by Insurance Enterprises. We evaluate the likely outcomes from these actions giving consideration to the facts and laws applicable to each case, appellate issues, coverage issues, potential recoveries from our insurance and reinsurance programs, and settlement discussions as well as our historical claims resolution practices. This data is then given consideration in the overall evaluation of our reserve for losses.

          For non-claim-related actions we evaluate each case separately and establish what we believe is an appropriate reserve under the guidance provided by SFAS 5 Accounting for Contingencies. As a result of the acquisition of NCRIC, ProAssurance assumed the risk of loss for a judgment entered against NCRIC on February 20, 2004 by a District of Columbia Superior Court in favor of Columbia Hospital for Women Medical Center, Inc. (CHW) in the amount of $18.2 million (the CHW judgment). The CHW judgment is now on appeal to the District of Columbia Court of Appeals. ProAssurance has established a liability for this judgment of $21.7 million, which includes the estimated costs associated with pursuing the post-trial motions or appeal of a final judgment and projected post-trial interest, $19.5 million of which was established as a component of the fair value of assets acquired and liabilities assumed in the allocation of the NCRIC purchase price.

          There are risks, as outlined in our Risk Factors, that individual actions could cost us more than our estimates. In particular, we or our insureds may receive adverse verdicts; post-trial motions may be denied, in whole or in part; any appeals that may be undertaken may be unsuccessful; we may be unsuccessful in our legal efforts to limit the scope of coverage available to insureds; and we may become a party to bad faith litigation over the settlement of a claim. To the extent that the cost of resolving these

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actions exceeds our estimates, the legal actions could have a material effect on ProAssurance’s results of operations in the period in which any such action is resolved.

Effect of Acquisitions (2007–2006)

          We acquired PIC Wisconsin effective August 1, 2006. Operating results for the year ended December 31, 2007 include PIC Wisconsin results for the entire period. Our results for the year ended December 31, 2006 include PIC Wisconsin results only for the five-month period subsequent to the date of acquisition.

          In certain of the tables and discussions that follow, we have segregated and identified as “PIC Wisconsin” the results that are directly attributable to PIC Wisconsin, and have identified all other results as “PRA” or “PRA pre-acquisition business”.

Overview of Results–Years Ended December 31, 2007 and 2006

          Income from continuing operations increased to $168.2 million for the year ended December 31, 2007 from $127.0 million for 2006, an increase of 32%. Income from continuing operations per diluted share increased to $4.78 from $3.72 for the same comparative period.

          Our 2007 results benefited from an increased amount of favorable loss development. We recognized favorable loss development in 2007 of $105 million as compared to $36 million in 2006. Also, net investment income increased by almost $24 million in 2007 due to growth in our invested assets and a modest improvement in yields. These benefits were partially offset by a decline in net premiums earned of $50 million, an increase in our current year loss ratio of approximately 3 percentage points and an increase in our expense ratio of almost 2 percentage points.

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Results of Operations–Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

          Selected consolidated financial data for each period is summarized in the table below.

	$ in thousands
	Year Ended December 31
	2007			2006			Change
Revenues:
Gross premiums written	$	549,074		$	578,983		$	(29,909	)
Net premiums written	$	506,397		$	543,376		$	(36,979	)
Premiums earned	$	585,310		$	627,166		$	(41,856	)
Premiums ceded		(51,797	)		(44,099	)		(7,698	)
Net premiums earned		533,513			583,067			(49,554	)
Net investment income		171,308			147,450			23,858
Equity in earnings of unconsolidated subsidiaries		1,630			2,339			(709	)
Net realized investment gains (losses)		(5,939	)		(1,199	)		(4,740	)
Other income		5,556			5,941			(385	)
Total revenues		706,068			737,598			(31,530	)
Expenses:
Losses and loss adjustment expenses		438,527			475,997			(37,470	)
Reinsurance recoveries		(87,530	)		(32,668	)		(54,862	)
Net losses and loss adjustment expenses		350,997			443,329			(92,332	)
Underwriting, acquisition and insurance expenses		106,751			106,369			382
Interest expense		11,981			11,073			908
Total expenses		469,729			560,771			(91,042	)
Income from continuing operations before income taxes		236,339			176,827			59,512
Income taxes		68,153			49,843			18,310
Income from continuing operations		168,186			126,984			41,202
Income from discontinued operations, net of tax		—			109,441			(109,441	)
Net income	$	168,186		$	236,425		$	(68,239	)
Diluted earnings per share:
Income from continuing operations	$	4.78		$	3.72		$	1.06
Income from discontinued operations		—			3.13			(3.13	)
Net income	$	4.78		$	6.85		$	(2.07	)
Continuing Operations:
Net loss ratio		65.8	%		76.0	%		(10.2	)
Underwriting expense ratio		20.0	%		18.2	%		1.8
Combined ratio		85.8	%		94.2	%		(8.4	)
Operating ratio		53.7	%		68.9	%		(15.2	)
Return on equity		14.2	%		13.5	%		0.7

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Premiums

	$ in thousands
	Year Ended December 31
	2007			2006			Change
Gross premiums written	$	549,074		$	578,983		$	(29,909	)	(5	%)
Premiums earned	$	585,310		$	627,166		$	(41,856	)	(7	%)
Premiums ceded		(51,797	)		(44,099	)		(7,698	)	17	%
Net premiums earned	$	533,513		$	583,067		$	(49,554	)	(8	%)

Gross Written Premiums

          Premiums written declined during 2007 as compared to 2006 due to the effects of increased competition and rate reductions. Additional premiums from the acquisition of PIC Wisconsin partially offset the reduction in premium in our existing book of business. (The operations of PIC Wisconsin are included for twelve months in 2007 versus five months in 2006.) In periods of market softening, our strategy is to maintain our underwriting and pricing discipline and grow primarily through selective acquisitions.

          We face strong price-based competition in virtually all of our markets, with some competitors offering coverage at rates that we do not believe to be profitable on a long-term basis. Additionally, a number of physicians and hospitals are seeking to lower their costs through the use of alternative risk transfer approaches such as self insurance and risk sharing pools, although these alternatives become less attractive as prices soften in the traditional insurance markets.

          Our ongoing commitment to adequate rates and strong underwriting standards affects our willingness to write new business and to renew existing business in the face of this price-based competition. Improvements in loss cost trends have allowed us to reduce rates in certain markets during 2007 and to offer targeted new business and renewal retention programs in selected markets. While this improves retention of business, it decreases our average premium rates. The combined effects of lower rates and the challenges of writing new business are expected to cause our gross written premiums to continue to decline in 2008.

          Physician premiums represent 84% and 85% of gross written premiums for the years ended December 31, 2007 and 2006, respectively. As compared to 2006, physician premiums decreased by 6% during 2007.

	$ in thousands
	Year Ended December 31
	2007		2006		Change
Physician Premiums*
PRA pre-acquisition business	$	403,384	$	473,038	$	(69,654)	(15	%)
PIC Wisconsin acquisition		56,225		17,538		38,687	n/a
	$	459,609	$	490,576	$	(30,967)	(6	%)

* Exclusive of tail premiums

          Our overall retention rate (exclusive of PIC Wisconsin and excess and surplus lines business) based on the number of physician risks that renew with us is approximately 86% for the year ended December 31, 2007, as compared to 84% for the year ended December 31, 2006. Our charged rates for physicians that renewed during 2007 reflect a decrease of approximately 2.3%. Charged rates include the effects of filed rates, surcharges and discounts.

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          Premiums written for non-physician coverages represent 11% and 10% of our total gross written premiums for the years ended December 31, 2007 and 2006, respectively, and include premiums attributable to the PIC Wisconsin acquisition as follows:

	$ in thousands
	Year Ended December 31
	2007		2006		Change
Non-physician Premiums*
Hospital and facility coverages:
PRA pre-acquisition business	$	23,674	$	29,426	$	(5,752	)	(20	%)
PIC Wisconsin acquisition		10,563		4,068		6,495		n/a
		34,237		33,494		743		2	%
Other non-physician coverages:
PRA pre-acquisition business		25,825		24,775		1,050		4	%
PIC Wisconsin acquisition		2,966		1,445		1,521		n/a
		28,791		26,220		2,571		10	%
	$	63,028	$	59,714	$	3,314		6	%

* Exclusive of tail premiums

          Hospital and facility coverages are the most significant component of non-physician premiums and represent approximately 6% of our total gross premiums written during both 2007 and 2006. Other non-physician coverages consist primarily of professional liability coverages provided to lawyers and to health care professionals such as dentists and nurses.

          We are required to offer extended reporting endorsement or “tail” policies to insureds that are discontinuing their claims-made coverage with us, but we do not market such coverages separately. The amount of tail premium written and earned can vary widely from period to period. Because of this volatility, we separate premiums associated with tail coverages from our other premiums. In 2007, tail premiums totaled $26.4 million (5% of gross written premiums), a decrease of $2.3 million as compared to 2006.

Premiums Earned

	$ in thousands
	Year Ended December 31
	2007		2006		Change
Premiums Earned
PRA pre-acquisition business	$	506,529	$	592,975	$	(86,446)	(15	%)
PIC Wisconsin acquisition		78,781		34,191		44,590	n/a
	$	585,310	$	627,166	$	(41,856)	(7	%)

          Because premiums are generally earned pro rata over the entire policy period, fluctuations in premiums earned tend to lag those of premiums written. Our policies generally carry a term of one year. Tail premiums are 100% earned in the period written because the policies insure only incidents that occurred in prior periods and are not cancellable.

          Exclusive of the effect of tail premiums, the decline in premiums earned in 2007 reflects on a pro rata basis declines in gross premiums written during 2006 and 2007, as well as reduced earned premium benefit related to acquisitions.

          In the twelve months that follow the acquisition of an insurance subsidiary, our premiums earned include premiums related to the subsidiary’s unexpired policies on the date of acquisition (unearned premium). Such premiums are earned over the remaining term of the associated policy. In 2007, earned premium includes approximately $10.1 million related to the unexpired policies acquired in the PIC Wisconsin transaction. In 2006, earned premium includes approximately $38.3 million related to unexpired policies acquired in the PIC Wisconsin and NCRIC transactions.

          As discussed under Gross Premiums Written, our written premiums declined in 2007; consequently, premiums earned are likely to decrease during 2008.

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Premiums Ceded

          Premiums ceded represent the portion of earned premiums that we pay our reinsurers for their assumption of a portion of our losses. The premium that we cede to our reinsurers is determined, in part, by the loss experience (subject to minimums and maximums) of the business ceded to them. It takes a number of years before all losses are known, and in the intervening period premiums due to the reinsurer are estimated. Ceded premium estimates are revised as loss estimates are revised.

          During 2007, we reduced premiums ceded by approximately $3.3 million due to the commutation of certain reinsurance arrangements. During 2006 we reduced premiums ceded by approximately $2.7 million due to the commutation of certain reinsurance arrangements.

          We increased ceded premiums by $2.7 million in 2007 and reduced ceded premiums by $10.5 million in 2006 to reflect changes to our estimates of the amount of reinsurance premiums due for prior accident years. The amount of reinsurance premiums incurred for prior accident years can vary significantly because certain prior year reinsurance agreements adjust premiums based on loss experience; others do not. Also we have reached premium maximums for certain agreements, but not for others.

          The following table shows the effect of the above amounts on our premiums ceded for 2007 and 2006.

	in millions
	Year Ended December 31
	2007			2006
Premiums ceded, before commutations and estimate changes	$	52.4		$	57.3
Effect of commutations		(3.3	)		(2.7	)
Estimate changes, prior accident years		2.7			(10.5	)
Premiums ceded, as reported	$	51.8		$	44.1

          Exclusive of the amounts in the preceding paragraphs, our reinsurance expense ratio (ceded premiums as a percentage of premiums earned) is 9.0% for the year ended December 31, 2007, as compared to 9.1% for the same period in 2006.

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     Net Investment Income, Net Realized Investment Gains (Losses); Equity (Loss) in Earnings of Unconsolidated Subsidiaries

Net Investment Income

	$ in thousands
	Year Ended December 31
	2007		2006		Change
Net investment income	$	171,308	$	147,450	$	23,858	16%

          Net investment income is primarily derived from the interest income earned by our fixed maturity securities and also includes interest income from short-term, trading portfolio and cash equivalent investments, dividend income from equity securities, earnings from other investments and increases in the cash surrender value of business owned executive life insurance contracts. Investment fees and expenses are deducted from investment income.

          Net investment income by investment category is as follows:

	In thousands
	Year Ended December 31
	2007			2006
Fixed maturities	$	149,494		$	130,335
Equities		377			414
Short-term investments		14,713			15,567
Other invested assets		9,228			2,970
Business owned life insurance		1,889			2,285
Investment expenses		(4,393	)		(4,121	)
Net investment income	$	171,308		$	147,450

          The 2007 increase in net investment income from fixed maturities reflects both higher average invested funds and improved yields. The positive cash flows from our insurance operations and the PIC Wisconsin merger significantly increased average invested funds during 2007 as compared to 2006. Market interest rates of the past several years have allowed us to consistently invest new and matured funds at rates that exceed the average held in our portfolio. Average yields for our available-for-sale fixed maturity securities during 2007 and 2006 are as follows:

	Year Ended December 31
	2007			2006
Average income yield		4.7	%		4.5	%
Average tax equivalent income yield		5.4	%		5.1	%

          The small decline in investment income from short term investments reflects lower average balances in 2007. Income from other invested assets is principally derived from non-public investment partnerships/limited liability companies accounted for on a cost basis. Because we recognize income related to these investments as it is distributed to us, our income from these holdings varies from period to period. Business owned life insurance is lower in 2007 due to a one time reduction in the growth of cash surrender values due to a restructuring of this portfolio.

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Net Realized Investment Gains (Losses)

          The components of net realized investment gains (losses) are shown in the following table.

	In thousands
	Year Ended December 31
	2007			2006
Net gains (losses) from sales	$	1,801			$	1,717
Other-than-temporary impairment losses		(7,753	)			(3,037	)
Trading portfolio gains (losses)		13				121
Net realized investment gains (losses)	$	(5,939	)		$	(1,199	)

          During 2007 we recognized other-than-temporary impairment losses of $6.5 million related to asset backed bonds (particularly those with sub-prime loan exposures). We also recognized impairments of approximately $1.1 million related to a passive investment that we hold in a non-public investment pool and impairments of $185,000 related to corporate bonds that have suffered a significant decline in value.

Equity in Earnings (Loss) of Unconsolidated Subsidiaries

          Equity in earnings (loss) of unconsolidated subsidiaries is derived from our ownership interests in non-public investment entities accounted for on the equity basis. During 2007 two such investment entities reported losses for the year. Our income from these holdings varies from period to period.

	$ in thousands
	Year Ended December 31
	2007		2006		Change
Equity in earnings (loss) of unconsolidated subsidiaries	$	1,630	$	2,339	$	(709)	(30	%)

52

Losses and Loss Adjustment Expenses

          The determination of calendar year losses involves the actuarial evaluation of incurred losses for the current accident year and the actuarial re-evaluation of incurred losses for prior accident years, including an evaluation of the reserve amounts required for losses in excess of policy limits.

          Accident year refers to the accounting period in which the insured event becomes a liability of the insurer. For occurrence policies the insured event becomes a liability when the event takes place; for claims-made policies the insured event generally becomes a liability when the event is first reported to the insurer. We believe that measuring losses on an accident year basis is the most indicative measure of the underlying profitability of the premiums earned in that period since it associates policy premiums earned with the estimate of the losses incurred related to those policy premiums.

          The following table summarizes calendar year net losses and net loss ratios for the years ended December 31, 2007 and 2006 by separating losses between the current accident year and all prior accident years.

	In millions
	Net Losses									Net Loss Ratios*
	Year Ended December 31									Year Ended December 31
	2007			2006			Change			2007			2006			Change
Current accident year	$	456.0		$	479.6		$	(23.6	)		85.5	%		82.3	%		3.2
Prior accident years		(105.0	)		(36.3	)		(68.7	)		(19.7	%)		(6.3	%)		(13.4	)
Calendar year	$	351.0		$	443.3		$	(92.3	)		65.8	%		76.0	%		(10.2	)

* Net losses as specified divided by net premiums earned.

          Our current accident year loss ratio has increased in 2007 as compared to 2006 for several reasons. We have booked higher initial loss ratios in the states in which PIC Wisconsin operates as we wait for the impact of our post acquisition rate filings in those states to take effect. The 2007 ratio is also impacted by an increase in our estimates for losses in excess of policy limits as compared to the prior year and an increase in the reserve for the death, disability and retirement provision (DDR) in our claims-made policies.

          PIC Wisconsin accounted for approximately $65.6 million and $34.3 million of our calendar year net losses for the years ended December 31, 2007 and 2006, respectively. PIC Wisconsin is included in our results for all 12 months of our 2007 fiscal year as compared to only 5 months during 2006.

          Based upon recent claims data, both internal and industry figures, we have reduced our expectation of claims severity. As a result during calendar year 2007 we recognized net favorable development of $105 million generally related to our previously established (prior accident year) reserves. In particular we have observed claims severity, within the first $1 million of coverage, for the 2003 through 2005 accident years below our initial expectations. Given both the long tailed nature of our business and the past volatility of claims, we are generally cautious in recognizing the impact of the underlying trends that lead to the recognition of favorable development. As we conclude that sufficient data with respect to these trends exists to credibly impact our actuarial analysis we take appropriate actions. In the case of the claims severity trends for 2003-2005, we believe it is appropriate to recognize the impact of these trends in our actuarial evaluation of prior period loss estimates while also remaining cautious about the past volatility of claims severity.

          In our exposures greater than $1 million, which are generally reinsured with third parties, we observed a trend that was somewhat counter to the trend discussed above. In particular, given the number of large verdicts experienced by the industry we increased our reserves for these exposures resulting in a $44 million increase to gross losses. The effect of this increase was largely offset by a corresponding increase to the anticipated recoverables from our reinsurers. Our analysis of 2007 data indicates increased claims severity and frequency trends related to losses in both categories. We believe the recognition of these trends represents a cautious approach to what we are observing.

53

          During the year ended December 31, 2006 we recognized net favorable development of $36.3 million related to our previously established (prior accident year) reserves, primarily to reflect reductions in our estimates of claim severity, within our retained layer of risk, for the 2002, 2003 and 2004 accident years. In 2006, we also recognized $12.4 million decrease to gross losses which was offset by a corresponding decrease to the recoverable from our reinsurer.

          Assumptions used in establishing our reserve are regularly reviewed and updated by management as new data becomes available. Any adjustments necessary are reflected in then current operations. Due to the size of our reserve, even a small percentage adjustment to the assumptions can have a material effect on our results of operations for the period in which the change is made.

Underwriting, Acquisition and Insurance Expenses

$ in thousands
Underwriting, Acquisition and Insurance
Expenses				Underwriting Expense Ratio
Year Ended December 31				Year Ended December 31
2007	2006	Change		2007	2006	Change
$106,751	$106,369	$382	n/a	20.0%	18.2%	1.8

          Underwriting, operating and acquisition expenses remained fairly flat in 2007 as compared to 2006. The most significant changes between the two periods are an increase in stock based compensation costs ($3.6 million), a decrease in expenses related to guaranty fund assessments ($2.1 million), and lower acquisition expenses due to the decrease in premiums earned ($2.0 million).

          The increase in underwriting expense ratio is primarily due to the effect of lower premium volume in 2007. The PIC Wisconsin acquisition has little effect on the underwriting expense ratio.

          Underwriting, acquisition and insurance expenses include stock based compensation expense of approximately $8.3 million in 2007 and $4.7 million in 2006. In 2007, we awarded 100,000 vested options to our new CEO. The options were fully expensed in 2007, which increased underwriting expenses by $1.8 million and increased the 2007 underwriting expense ratio by 0.3 points. Also, $1.2 million of stock based compensation expense for 2007 relates to awards given to employees who are eligible for retirement as compared to $980,000 in 2006. Awards issued to retirement eligible employees are expensed when granted rather than over the vesting period of the award.

          Net guaranty fund assessments totaled approximately $550,000 and $2.6 million for the years ended December 31, 2007 and 2006, respectively. The 2007 decrease reflects lower assessments during the year as well as a benefit of approximately $675,000 for amounts recouped from our insureds related to assessments from the Florida Insurance Guaranty Association, Inc. Guaranty Fund. Expenses for the years ended December 31, 2007 and 2006 included Florida assessments of $1.0 million and $2.3 million, respectively.

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Interest Expense

          Approximately $670,000 of the 2007 increase in interest expense is related to long term debt ($11.6 million) assumed in the PIC Wisconsin merger. Interest expense also increased because our Subordinated Debentures carry variable rates based on LIBOR and the average LIBOR reset rate for our debt increased an average of approximately half a percentage point in 2007 as compared to 2006. Interest expense by debt obligation is provided in the following table:

	In thousands
	Year Ended December 31
	2007		2006		Change
Convertible Debentures	$	4,565	$	4,565	$	—
2032 Subordinated Debentures		1,639		1,535		104
2034 Subordinated Debentures		4,625		4,483		142
Surplus Notes		1,138		471		667
Other		14		19		(5	)
	$	11,981	$	11,073	$	908

Taxes

          Our effective tax rate for each period is significantly lower than the 35% statutory rate because a considerable portion of our net investment income is tax-exempt. In 2007 our taxable income grew at a faster rate than did our tax-exempt income which increased our overall effective tax rate. The effect of tax-exempt income on our effective tax rate is shown in the table below:

	Year Ended December 31
	2007			2006
Statutory rate		35	%		35	%
Tax-exempt income		(7	%)		(8	%)
Other		1	%		1	%
Effective tax rate		29	%		28	%

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Effect of Acquisitions (2006-2005)

          We acquired PIC Wisconsin effective August 1, 2006 and our results for the year ended December 31, 2006 include PIC Wisconsin results for the five-month period subsequent to the date of acquisition. Our operating results for 2005 do not include PIC Wisconsin results. Due to the short period since completion of the acquisition, the effect of the PIC Wisconsin acquisition on our 2006 results can be readily segregated and is separately presented in a number of the tables that follow.

          We acquired NCRIC effective August 3, 2005 and our results for the year ended December 31, 2006 include NCRIC results for the entire period. Our results for the year ended December 31, 2005 include NCRIC results only for the five-month period subsequent to the date of acquisition. During 2006, as a means of effectively utilizing capital, a number of policies previously written by NCRIC have been renewed through our other insurance subsidiaries and NCRIC’s administrative and operating functions have, in many instances, been combined with those of our other insurance operations. Consequently, the effect of the NCRIC acquisition cannot be readily segregated in 2006.

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Results of Operations — Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

          Selected consolidated financial data for each period is summarized in the table below.

	$ in thousands
	Year Ended December 31
	2006			2005			Change
Revenues:
Gross premiums written	$	578,983		$	572,960		$	6,023
Net premiums written	$	543,376		$	521,343		$	22,033
Premiums earned	$	627,166		$	596,557		$	30,609
Premiums ceded		(44,099	)		(53,316	)		9,217
Net premiums earned		583,067			543,241			39,826
Net investment income		147,450			98,293			49,157
Equity in earnings of unconsolidated subsidiaries		2,339			900			1,439
Net realized investment gains (losses)		(1,199	)		912			(2,111	)
Other income		5,941			4,604			1,337
Total revenues		737,598			647,950			89,648
Expenses:
Losses and loss adjustment expenses		475,997			479,300			(3,303	)
Reinsurance recoveries		(32,668	)		(41,099	)		8,431
Net losses and loss adjustment expenses		443,329			438,201			5,128
Underwriting, acquisition and insurance expenses		106,369			91,957			14,412
Interest expense		11,073			8,929			2,144
Total expenses		560,771			539,087			21,684
Income from continuing operations before income taxes		176,827			108,863			67,964
Income taxes		49,843			28,837			21,006
Income from continuing operations		126,984			80,026			46,958
Income from discontinued operations, net of tax		109,441			33,431			76,010
Net income	$	236,425		$	113,457		$	122,968
Diluted earnings per share:
Income from continuing operations	$	3.72		$	2.52		$	1.20
Income from discontinued operations		3.13			1.02			2.11
Net income	$	6.85		$	3.54		$	3.31
Continuing Operations:
Net loss ratio		76.0	%		80.7	%		(4.7	)
Underwriting expense ratio		18.2	%		16.9	%		1.3
Combined ratio		94.2	%		97.6	%		(3.4	)
Operating ratio		68.9	%		79.5	%		(10.6	)
Return on equity		13.5	%		11.6	%		1.9

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Premiums

	$ in thousands
	Year Ended December 31
	2006			2005			Change
Gross premiums written	$	578,983		$	572,960		$	6,023	1	%
Premiums earned	$	627,166		$	596,557		$	30,609	5	%
Premiums ceded		(44,099	)		(53,316	)		9,217	(17	%)
Net premiums earned	$	583,067		$	543,241		$	39,826	7	%

Gross Premiums Written

          Gross premiums written increased in 2006 due to the acquisition of PIC Wisconsin in August 2006 and NCRIC in August 2005; however, reductions in premium from a more competitive market significantly mitigated overall premium growth. These results are consistent with our strategy to grow through selective acquisitions and to maintain our underwriting and pricing discipline in periods of market softening.

          Physician premiums comprised 85% of total premiums in 2006 and 84% of total premiums in 2005.

	$ in thousands
	Year Ended December 31
	2006		2005		Change
Physician Premiums*
PRA pre-acquisition business	$	473,038	$	483,070	$	(10,032	)	(2	%)
PIC Wisconsin acquisition		17,538		—		17,538		n/a
	$	490,576	$	483,070	$	7,506		2	%

* Exclusive of tail premiums

          The overall increase in physician premiums reflects additional premiums from the PIC Wisconsin and NCRIC acquisitions offset by a decrease in premiums written in our organic book of business. The decline in physician premiums in our organic book of business is attributable to several factors. In 2006, our rate increases were not at a level that would offset the effects of lost business. Loss costs have moderated somewhat and, as a result, we have implemented smaller rate increases than in prior years and have held rates constant or lowered rates in some markets.

          Our average rate increase on physician renewals (exclusive of PIC Wisconsin) is approximately 3% for 2006 as compared to 11% for 2005. Premiums written for physician coverages have also declined due to an increasingly competitive landscape. In a number of our markets established providers have become more aggressive and new providers, including off-shore providers, self-insurance and risk retention groups, have begun to pursue business. The additional competition, which is frequently focused on price, has reduced both our retention rate and the amount of new business we have chosen to write. We are focused on marketing our policies based on our stability, strength and policyholder defense. However, we remain committed to an adequate rate structure and will continue our policy of foregoing business that cannot be written at our profit goals. Our overall retention rate (exclusive of PIC Wisconsin) for the number of standard physician risks that we insure is 84% for the year ended December 31, 2006 as compared to 85% for the year ended December 31, 2005. The competitive pricing in the marketplace makes it more difficult for us to attract new business.

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          Premiums written for non-physician coverages totaled $59.7 million for the year ended December 31, 2006 as compared to $60.9 million for the year ended December 31, 2005 and include premiums attributable to the PIC Wisconsin acquisition as follows:

	$ in thousands
	Year Ended December 31
	2006		2005		Change
Non-physician Premiums*
Hospital coverages:
PRA pre-acquisition business	$	29,426	$	36,475	$	(7,049	)	(19	%)
PIC Wisconsin acquisition		4,068		—		4,068		n/a
	$	33,494	$	36,475	$	(2,981	)	(8	%)
Other non-physician coverages:
PRA pre-acquisition business		24,775		24,464		311		1	%
PIC Wisconsin acquisition		1,445		—		1,445		n/a
		26,220		24,464		1,756		7	%
	$	59,714	$	60,939	$	(1,225	)	(2	%)

* Exclusive of tail premiums

          Excluding premiums written by PIC Wisconsin, the decline in hospital and facility coverages of $7.0 million is largely due to the nonrenewal of two large policies. This segment of business is highly price sensitive and individual policies for these coverages can carry large amounts of premiums. As in all our lines, we choose not to compete primarily on price because our focus is on maintaining adequate margins on the policies we sell. Thus, premiums for these coverages can fluctuate widely from period to period.

          Extended reporting endorsement or “tail” policies are offered to insureds that are discontinuing their claims-made coverage with us. The amount of tail premium written in any annual period varies, but represented approximately 5% of total premiums in both 2006 and 2005. As competition in the medical professional liability industry has intensified, it is common for insurers to write prior acts coverage to new insureds, which has reduced the amount of tail premium that we write. Our preference is to sell less rather than more of this coverage since it represents a long-term liability with increased pricing risk. Tail premiums, exclusive of PIC Wisconsin, declined by approximately $1.9 million in 2006 as compared to 2005.

Premiums Earned

          Because premiums are generally earned pro rata over the policy period, fluctuations in premiums earned tend to lag those of premiums written. Our policies generally carry a term of one year. Tail premiums are 100% earned in the period written because the policies insure only incidents that occurred in prior periods and are not cancellable.

          In the twelve months that follow the acquisition of an insurance subsidiary, our premiums earned include premiums earned related to the subsidiary’s unexpired policies on the date of acquisition (unearned premium). Such premiums are earned over the remaining term of the associated policy.

	$ in thousands
	Year Ended December 31
	2006		2005		Change
Premiums Earned
PRA pre-acquisition business	$	592,975	$	596,557	$	(3,582	)	(1	%)
PIC Wisconsin acquisition		34,191		—		34,191		n/a
	$	627,166	$	596,557	$	30,609		5	%

          Premiums earned for the year ended December 31, 2006 as compared to the same period in 2005 reflects the changes in written premiums that have occurred during 2006 and 2005, on a pro rata basis, as well as the premiums earned related to the unexpired policies acquired in the PIC Wisconsin and NCRIC transactions. Such additional earned premium approximated $38.3 million for the year ended December 31, 2006 and approximated $28.4 million for the year ended December 31, 2005.

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Premiums Ceded

          Premiums ceded represent the portion of earned premiums that we pay to our reinsurers for their assumption of a portion of our losses. The amount of premium that is due to our reinsurers is determined, in part, by the loss experience of the business ceded to them. We reduced ceded premiums by $10.5 million in 2006 to reflect changes in our estimates of the amount of reinsurance premiums due for certain prior accident years, based on the provisions of the reinsurance contracts and our estimates of the reinsured losses for those prior accident years. We also reduced ceded premiums in 2006 by $2.7 million related to the commutation of all of our outstanding reinsurance arrangements with the Converium group of companies. After adjustment for these two items, and excluding PIC Wisconsin, 2006 ceded premiums are 8.4% of 2006 earned premiums as compared to approximately 8.9% in 2005. The difference is largely due to improved loss experience relative to business we ceded to reinsurers in 2006 which resulted in a lower amount of ceded premium.

Net Investment Income, Net Realized Investment Gains (Losses); Equity (Loss) in Earnings of Unconsolidated Subsidiaries

Net Investment Income

	$ in thousands
	Year Ended December 31
	2006		2005		Change
Net investment income:
PRA pre-acquisition business	$	140,746	$	98,293	$	42,453	43.2	%
PIC Wisconsin acquisition		6,704		—		6,704	n/a
Consolidated	$	147,450	$	98,293	$	49,157	50.0	%

          Net investment income is primarily derived from the interest income earned by our fixed maturity securities and includes interest income from short-term, trading portfolio and cash equivalent investments, dividend income from equity securities, earnings from other investments and increases in the cash surrender value of business owned executive life insurance contracts. Investment fees and expenses are deducted from investment income.

          The increase in net investment income for the year 2006 as compared to 2005 is due to several factors, the most significant being higher average invested funds. The proceeds from the sale of the MEEMIC companies received in early January, the PIC Wisconsin and NCRIC mergers, and positive cash flow generated by our insurance operations significantly increased our average invested funds during 2006.

          Rising market interest rates of the past several years have further contributed to the improvement in net investment income. We have been able to invest new and matured funds at higher rates and this has steadily increased the average yield of our portfolio. Our average yields for the years ended December 31, 2006 and 2005 are as follows:

	Year Ended December 31
	2006			2005
Average income yield		4.5	%		4.2	%
Average tax equivalent income yield		5.1	%		4.8	%

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          Net investment income by investment category is as follows:

	In thousands
	Year Ended December 31
	2006			2005
Fixed maturities	$	130,335		$	90,496
Equities		414			773
Short-term investments		15,567			3,608
Other invested assets		2,970			4,145
Business owned life insurance		2,285			2,298
		151,571			101,320
Investment expenses		(4,121	)		(3,027	)
Net investment income	$	147,450		$	98,293

          PIC Wisconsin investment income is almost entirely derived from fixed maturities. Other than the effect of PIC Wisconsin, the variations in the categories between years largely reflect growth of our investment portfolio and improved yields as already discussed. Income from short-term investments increased during 2006 largely because proceeds from the sale of our personal lines segment were invested in short term investments during most of 2006 which increased average invested balances, but also increased as a result of higher yields and additional income from PIC Wisconsin.

Net Realized Investment Gains (Losses)

          The components of net realized investment gains (losses) are shown in the following table.

	In thousands
	Year Ended December 31
	2006			2005
Net gains (losses) from sales*	$	1,717		$	1,567
Other-than-temporary impairment losses		(3,037	)		(768	)
Trading portfolio gains (losses)		121			113
Net realized investment gains (losses)	$	(1,199	)	$	912

* Amounts for 2006 include PIC Wisconsin net gains (losses) of $761,000.

          Other-than-temporary impairment losses recognized during 2006 include $2.6 million related to our high-yield asset backed bond portfolio. In the latter part of the year market assumptions regarding default rates on asset backed securities increased leading to an indication of impairment for these securities.

Equity in Earnings (Loss) of Unconsolidated Subsidiaries

          Equity in earnings (loss) of unconsolidated subsidiaries is derived from our ownership interests in non-pubic investment entities accounted for on the equity basis. One such entity reported higher earnings during 2006 as compared to 2005. Our income from these holdings varies from period to period.

	$ in thousands
	Year Ended December 31
	2006		2005		Change
Equity in earnings (loss) of unconsolidated subsidiaries	$	2,339	$	900		$	1,439	160	%

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Losses and Loss Adjustment Expenses

          The determination of calendar year losses involves the actuarial evaluation of incurred losses for the current accident year and the actuarial re-evaluation of incurred losses for prior accident years.

          Accident year refers to the accounting period in which the insured event becomes a liability of the insurer. For occurrence policies the insured event becomes a liability when the event takes place; for claims-made policies the insured event generally becomes a liability when the event is first reported to the insurer. We believe that measuring losses on an accident year basis is the most indicative measure of the underlying profitability of the premiums earned in that period since it associates policy premiums earned with our estimate of the losses incurred related to those policy premiums. Calendar year results include the operating results for the current accident year and any changes in estimates related to prior accident years.

          The following tables summarize net losses and net loss ratios for the years ended December 31, 2006 and 2005 by separating losses between the current accident year and all prior accident years.

	In millions
	Net Losses									Net Loss Ratios*
	Year Ended December 31									Year Ended December 31
	2006			2005			Change			2006			2005			Change
Current accident year:
PRA pre-acquisition business	$	445.3		$	461.2		$	(15.9	)		80.1	%		84.9	%		(4.8	)
PIC Wisconsin acquisition		34.3			—			34.3			127.5	%		—			n/a
Consolidated	$	479.6		$	461.2		$	18.4			82.3	%		84.9	%		(2.6	)
Prior accident years, all PRA:	$	(36.3	)	$	(23.0	)	$	(13.3	)		(6.6	%)		(4.2	%)		(2.4	)
Calendar year:
PRA pre-acquisition business	$	409.0		$	438.2		$	(29.2	)		73.5	%		80.7	%		(7.2	)
PIC Wisconsin acquisition		34.3			—			34.3			127.5	%		—			n/a
Consolidated	$	443.3		$	438.2		$	5.1			76.0	%		80.7	%		(4.7	)

* Net losses as specified divided by net premiums earned.

          We focus on developing and maintaining adequate rates. Exclusive of PIC Wisconsin, as a percentage of net earned premiums (the net loss ratio) current accident year net losses have declined 4.8 points during 2006. This decline in the PRA current accident year net loss ratio is attributable to the improved rate adequacy of premiums earned in 2006. The decrease in the dollar amount of PRA current accident year net losses for 2006 principally reflects decreases in the number of insured risks in 2006 as compared to 2005.

          PIC Wisconsin’s current accident year net loss ratio is higher than that of our other subsidiaries for a number of reasons. PIC Wisconsin losses for prior accident years developed adversely during 2006, in the amount of $5.8 million. Because PIC Wisconsin was acquired by PRA during 2006, these losses are considered to be current year losses for PRA. As a result of this loss development, PIC Wisconsin incurred additional reinsurance expense under the retrospective premium provisions of its reinsurance contracts. The combination of increased net losses and reduced net premium resulted in an unusually high loss ratio. Rate increases have been implemented in an attempt to bring PIC Wisconsin’s loss ratio to more acceptable levels.

          During calendar year 2006 we recognized favorable development of $36.3 million related to our previously established (prior accident year) reserves, primarily to reflect reductions in our estimates of claim severity, within our retained layer of risk, for the 2002, 2003 and 2004 accident years. Over the past several years we have seen claims severity (i.e., the average size of a claim) increase at a rate slower than initially expected. Given both the long tailed nature of our business and the past volatility of claims, we are generally cautious in recognizing the impact of the underlying trends that lead to the recognition of favorable development. As we conclude that sufficient data with respect to these trends exists to credibly impact our actuarial analysis we take appropriate actions. In the case of the claims severity trends for 2002-2004, we believe it is appropriate to recognize the favorable impact of trends on prior period loss estimates while also remaining cautious about the past volatility of claims severity. While we have begun to see an increase in the number of larger verdicts being rendered this has not had a meaningful impact on the severity of claims within the first $1 million of risk.

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          During 2006, we have seen an increased number of verdicts in excess of the policy limits that we offer to our insureds. As a part of our reserving process we evaluate the likely outcomes from these verdicts giving consideration to appellate issues, coverage issues, potential recoveries from our insurance and reinsurance programs, and settlement discussions as well as our historical claims resolution practices. This information is then used in evaluating the overall adequacy of our reserve.

          In the risk layers above $1 million, generally the business for which we purchase reinsurance, we recognized approximately $12.4 million of favorable development of gross losses, offset by a corresponding decrease in the recoverable from our reinsurers. Our 2006 analysis of the long-term data does indicate an overall improvement in the severity trends at this level, despite the increased frequency of verdicts in excess of policy limits, and we believe the amount of favorable development represents a cautious recognition of this trend within the excess layers.

          Assumptions used in establishing our reserve are regularly reviewed and updated by management as new data becomes available. Any adjustments necessary are reflected in then current operations. Due to the size of our reserve, even a small percentage adjustment to the assumptions can have a material effect on our results of operations for the period in which the change is made.

          Two measures often used to gauge insurance operations are the paid to incurred ratio and the paid loss ratio. These ratios are affected by changes in the timing and volume of losses paid, which generally relate to losses incurred in prior periods, and by changes in the level of incurred losses (paid to incurred ratio) or the volume of premiums earned (the paid loss ratio) in the current calendar year. Our paid to incurred loss ratios for the years ended December 31, 2006 and 2005 are 62.0% and 51.6%, respectively. Our paid loss ratio for the years ended December 31, 2006 and 2005 are 47.2% and 41.6%, respectively.

Underwriting, Acquisition and Insurance Expenses

          The increase in underwriting, acquisition and insurance expenses for 2006 reflects additional costs related to the addition of NCRIC and PIC Wisconsin operations, higher compensation costs, principally from the recognition of stock-based compensation costs, and an increase in guaranty fund assessments.

          The increase in the underwriting expense ratio for 2006 is attributable to higher compensation costs referred to above and additionally the increase in guaranty fund assessments. The additional NCRIC and PIC Wisconsin expenses had little effect on the expense ratio due to the corresponding increase in earned premium resulting from the acquisition.

	$ in thousands
	Underwriting, Acquisition
	and Insurance Expenses								Underwriting Expense Ratio
	Year Ended December 31								Year Ended December 31
	2006		2005		Change				2006			2005			Change
PRA pre-acquisition business	$	100,867	$	91,957	$	8,910	9.7	%		18.1	%		16.9	%		1.2
PIC Wisconsin acquisition		5,502		—		5,502	n/a			20.5	%		—			n/a
Consolidated	$	106,369	$	91,957	$	14,412	15.7	%		18.2	%		16.9	%		1.3

          On January 1, 2006 we adopted SFAS 123R which requires share-based compensation to be recognized at its fair value over the period in which employee services are provided. We previously valued stock option awards based on their intrinsic value which generally did not result in compensation expense related to those awards. Stock-based compensation expense increased our expenses by

63

approximately $4.7 million (0.8% of net premiums earned) in 2006. Guaranty fund assessments were approximately $2.6 million (0.4% of net premiums earned) for 2006 as compared to approximately $226,000 for 2005. In 2006 we received assessments totaling $2.3 million from the Florida Insurance Guaranty Association, Inc. related to catastrophic weather events during the year 2004. We will endeavor to recoup this expense with a premium surcharge to our Florida insureds.

Interest Expense

          Interest expense increased approximately $1.5 million during 2006 as compared to 2005 due to debt we assumed in our acquisitions of NCRIC (principal of $15.5 million in August 2005) and PIC Wisconsin (principal of $12.0 million in August 2006). Interest expense also increased because our Subordinated Debentures carry variable rates based on LIBOR and the LIBOR reset rate for our outstanding debt increased an average of approximately 2 percentage points in 2006 as compared to 2005. Interest expense by debt obligation is provided in the following table:

	In thousands
	Year Ended December 31
	2006		2005		Change
Convertible Debentures	$	4,565	$	4,565	$	—
2032 Subordinated Debentures		1,535		509		1,026
2034 Subordinated Debentures		4,483		3,659		824
Surplus Notes		471		—		471
Other		19		196		(177	)
	$	11,073	$	8,929	$	2,144

Taxes

          Our effective tax rate for each period is significantly lower than the 35% statutory rate because a considerable portion of our net investment income is tax-exempt. The effect of tax-exempt income on our effective tax rate is shown in the table below:

	Year Ended December 31
	2006			2005
Statutory rate		35	%		35	%
Tax-exempt income		(8	%)		(9	%)
Other		1	%		—
Effective tax rate		28	%		26	%

          The increase in our 2006 effective tax rate is primarily the result of our tax-exempt income being a smaller percentage of total income than in prior periods.

64

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          We believe that we are principally exposed to three types of market risk related to our investment operations. These risks are interest rate risk, credit risk and equity price risk.

Interest Rate Risk

          Our fixed maturities portfolio is exposed to interest rate risk. Fluctuations in interest rates have a direct impact on the market valuation of these securities. As interest rates rise, market values of fixed income portfolios fall and vice versa. Certain of the securities are held in an unrealized loss position; we have the current ability and intent to hold such securities until recovery of book value or maturity.

          The following table summarizes estimated changes in the fair value of our available-for-sale and trading fixed maturity securities for specific hypothetical changes in interest rates as of December 31, 2007.

	In millions, except duration
	December 31, 2007							December 31, 2006
	Portfolio		Change in			Effective		Portfolio		Effective
Interest Rates	Value		Value			Duration		Value		Duration
200 basis point rise	$	2,961	$	(284	)		4.62	$	2,911		4.31
100 basis point rise	$	3,103	$	(142	)		4.52	$	3,057		4.20
Current rate *	$	3,245	$	—			4.13	$	3,185		3.89
100 basis point decline	$	3,374	$	129			3.67	$	3,306		3.55
200 basis point decline	$	3,494	$	249			3.48	$	3,422		3.51

* Current rates are as of December 31, 2007 and December 31, 2006.

          Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including the maintenance of the existing level and composition of fixed income security assets, and should not be relied on as indicative of future results.

          Certain shortcomings are inherent in the method of analysis presented in the computation of the fair value of fixed rate instruments. Actual values may differ from those projections presented should market conditions vary from assumptions used in the calculation of the fair value of individual securities, including non-parallel shifts in the term structure of interest rates and changing individual issuer credit spreads.

          ProAssurance’s cash and short-term investment portfolio at December 31, 2007 was on a cost basis which approximates its fair value. This portfolio lacks significant interest rate sensitivity due to its short duration.

Credit Risk

          We have exposure to credit risk primarily as a holder of fixed income securities. We control this exposure by emphasizing investment grade credit quality in the fixed income securities we purchase.

          As of December 31, 2007, 98.4% of our fixed maturity securities are rated investment grade as determined by a nationally recognized statistical rating agency. We believe that this concentration in investment grade securities reduces our exposure to credit risk on these fixed income investments to an acceptable level. However, even investment grade securities can rapidly deteriorate and result in significant losses.

          As of December 31, 2007, our fixed maturity securities include securities with a fair value of approximately $21.4 million (including unrealized losses of $1.1 million) that are supported by collateral we classify as sub-prime, of which approximately 68% are AAA rated, 26% are AA+, and 6% are A. Additionally, we have approximately $4.0 million (including unrealized losses of $3.3 million) of exposure to below investment grade fixed income securities with sub-prime exposure within a high-yield investment fund; the average rating of these securities is BB+. In 2007, we evaluated our exposure to the sub-prime market and determined that $6.5 million of writedowns were warranted for other-than-temporary impairments. We have no exposure to sub-prime loans through collateralized debt obligations.

65

Equity Price Risk

          At December 31, 2007 the fair value of our investment in common stocks was $21.5 million. These securities are subject to equity price risk, which is defined as the potential for loss in fair value due to a decline in equity prices. The weighted average Beta of this group of securities is 0.97. Beta measures the price sensitivity of an equity security or group of equity securities to a change in the broader equity market, in this case the S&P 500 Index. If the value of the S&P 500 Index increased by 10%, the fair value of these securities would be expected to increase by 9.7% to $23.6 million. Conversely, a 10% decrease in the S&P 500 Index would imply a decrease of 9.7% in the fair value of these securities to $19.4 million. The selected hypothetical changes of plus or minus 10% do not reflect what could be considered the best or worst case scenarios and are used for illustrative purposes only.

66

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

          The Consolidated Financial Statements and Financial Statement Schedules of ProAssurance Corporation and subsidiaries listed in Item 15(a) have been included herein beginning on page 72. The Supplementary Financial Information required by Item 302 of Regulation S-K is included in Note 17 to the Consolidated Financial Statements of ProAssurance and its subsidiaries.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

          Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls

          Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2007. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective.

          Disclosure controls and procedures are defined in Exchange Act Rule 13a-15(e) and include the Company’s controls and other procedures that are designed to ensure that information, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 based on the framework in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2007 and that there was no change in the Company’s internal controls during the fiscal quarter then ended that has materially effected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

          Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our internal controls over financial reporting as of December 31, 2007 as stated in their report which is included elsewhere hereof.

ITEM 9B. OTHER INFORMATION.

          None

67

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of ProAssurance Corporation

          We have audited ProAssurance Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). ProAssurance Corporation and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

          We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

          A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

          In our opinion, ProAssurance Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

          We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2007 and 2006, and the related consolidated statements of changes in capital, income and cash flow for each of the three years in the period ended December 31, 2007, of ProAssurance Corporation and subsidiaries and our report dated February 28, 2008 expressed an unqualified opinion thereon.

Ernst & Young LLP

Birmingham, Alabama
February 28, 2008

68

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

          The information required by this Item regarding executive officers is included in Part I of the Form 10K (Pages 27 and 28) in accordance with Instruction 3 of the Instructions to Paragraph (b) of Item 401 of Regulation S-K.

          The information required by this Item regarding directors is incorporated by reference pursuant to General Instruction G (3) of Form 10K from ProAssurance’s definitive proxy statement for the 2008 Annual Meeting of its Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 11, 2008.

ITEM 11. EXECUTIVE COMPENSATION.

          The information required by this Item is incorporated by reference pursuant to General Instruction G (3) of Form 10K from ProAssurance’s definitive proxy statement for the 2008 Annual Meeting of its Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 11, 2008.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

          The information required by this Item is incorporated by reference pursuant to General Instruction G (3) of Form 10K from ProAssurance’s definitive proxy statement for the 2008 Annual Meeting of its Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 11, 2008.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The information required by this Item is incorporated by reference pursuant to General Instruction G (3) of Form 10K from ProAssurance’s definitive proxy statement for the 2008 Annual Meeting of its Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 11, 2008.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

          The information required by this Item is incorporated by reference pursuant to General Instruction G (3) of Form 10K from ProAssurance’s definitive proxy statement for the 2008 Annual Meeting of its Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A on or before April 11, 2008.

69

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements. The following consolidated financial statements of ProAssurance Corporation and subsidiaries are included herein in accordance with Item 8 of Part II of this report.

Report of Independent Auditors

Consolidated Balance Sheets – December 31, 2007 and 2006

Consolidated Statements of Changes in Capital – years ended December 31, 2007, 2006 and 2005

Consolidated Statements of Income – years ended December 31, 2007, 2006 and 2005

Consolidated Statements of Cash Flow – years ended December 31, 2007, 2006 and 2005

Notes to Consolidated Financial Statements

Financial Statement Schedules. The following consolidated financial statement schedules of ProAssurance Corporation and subsidiaries are included herein in accordance with Item 14(d):

Schedule I – Summary of Investments – Other than Investments in Related Parties

Schedule II – Condensed Financial Information of ProAssurance Corporation (Registrant Only)

Schedule III – Supplementary Insurance Information

Schedule IV – Reinsurance

All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.

(b) The exhibits required to be filed by Item 15(b) are listed herein in the Exhibit Index.

70

SIGNATURES

          Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this the 28th day of February 2008.

PROASSURANCE CORPORATION
By:	/s/ W. Stancil Starnes
	W. Stancil Starnes

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/W. Stancil Starnes W. Stancil Starnes	Chief Executive Officer (Principal Executive Officer) and Director	February 28, 2008
/s/Edward L. Rand, Jr. Edward L. Rand, Jr.	Chief Financial Officer	February 28, 2008
/s/James J. Morello James J. Morello	Chief Accounting Officer	February 28, 2008
/s/A. Derrill Crowe, M.D. A. Derrill Crowe, M.D.	Chairman of the Board and Director	February 28, 2008
/s/Victor T. Adamo, Esq. Victor T. Adamo, Esq.	Director	February 28, 2008
/s/Paul R. Butrus Paul R. Butrus	Director	February 28, 2008
/s/Lucian F. Bloodworth Lucian F. Bloodworth	Director	February 28, 2008
/s/Robert E. Flowers, M.D. Robert E. Flowers, M.D.	Director	February 28, 2008
/s/William J. Listwan, M.D. William J. Listwan, M.D.	Director	February 28, 2008
/s/John J. McMahon, Jr., Esq. John J. McMahon, Jr., Esq.	Director	February 28, 2008
/s/Drayton Nabers, Jr. Drayton Nabers, Jr.	Director	February 28, 2008
/s/John P. North, Jr. John P. North, Jr.	Director	February 28, 2008
/s/Ann F. Putallaz, Ph.D. Ann F. Putallaz, Ph.D.	Director	February 28, 2008
/s/William H. Woodhams, M.D. William H. Woodhams, M.D.	Director	February 28, 2008
/s/Wilfred W. Yeargan, Jr., M.D. Wilfred W. Yeargan, Jr., M.D.	Director	February 28, 2008

71

ProAssurance Corporation and Subsidiaries
Consolidated Financial Statements
Years ended December 31, 2007, 2006 and 2005

Table of Contents

Report of Independent Registered Public Accounting Firm	73
Audited Consolidated Financial Statements
Consolidated Balance Sheets	74
Consolidated Statements of Changes in Capital	75
Consolidated Statements of Income	76
Consolidated Statements of Cash Flow	77
Notes to Consolidated Financial Statements	79

72

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ProAssurance Corporation

          We have audited the accompanying consolidated balance sheets of ProAssurance Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of changes in capital, income and cash flow for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedules listed in the Index at Item 15(a). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

          We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ProAssurance Corporation and subsidiaries at December 31, 2007 and 2006, and the consolidated results of their operations and their cash flow for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

          As discussed in Note 1 to the consolidated financial statements, ProAssurance Corporation changed its method of accounting for income taxes as of January 1, 2007 in accordance with adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109.

          We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ProAssurance Corporation’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2008 expressed an unqualified opinion thereon.

Ernst & Young LLP

Birmingham, Alabama
February 28, 2008

73

ProAssurance Corporation and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share data)

	December 31			December 31
	2007			2006
Assets
Investments
Fixed maturities available for sale, at fair value	$	3,244,593		$	3,136,222
Fixed maturities, trading, at fair value		—			49,218
Equity securities, available for sale, at fair value		7,597			7,220
Equity securities, trading, at fair value		14,173			7,638
Short-term investments		220,029			184,280
Business owned life insurance		61,509			58,721
Investment in unconsolidated subsidiaries		26,767			9,331
Other		54,939			39,468
Total Investments		3,629,607			3,492,098
Cash and cash equivalents		39,090			29,146
Premiums receivable		98,693			113,023
Receivable from reinsurers on unpaid losses and loss adjustment expenses		327,111			370,763
Prepaid reinsurance premiums		14,835			18,954
Deferred taxes		103,105			112,201
Real estate, net		24,004			23,135
Other assets		203,391			183,533
Total Assets	$	4,439,836		$	4,342,853
Liabilities and Stockholders’ Equity
Liabilities
Policy liabilities and accruals:
Reserve for losses and loss adjustment expenses	$	2,559,707		$	2,607,148
Unearned premiums		218,028			253,773
Reinsurance premiums payable		128,582			106,176
Total Policy Liabilities		2,906,317			2,967,097
Other liabilities		114,291			78,032
Long-term debt		164,158			179,177
Total Liabilities		3,184,766			3,224,306
Commitments and contingencies		—			—
Stockholders’ Equity
Common stock, par value $0.01 per share 100,000,000 shares authorized, 33,570,685 and 33,398,028 shares issued, respectively		336			334
Additional paid-in capital		505,923			495,848
Accumulated other comprehensive income (loss), net of deferred tax expense (benefit) of $5,334 and $62, respectively		9,902			111
Retained earnings		793,166			622,310
		1,309,327			1,118,603
Treasury stock, at cost, 1,128,111 shares and 121,765 shares, respectively		(54,257	)		(56	)
Total Stockholders’ Equity		1,255,070			1,118,547
Total Liabilities and Stockholders’ Equity	$	4,439,836		$	4,342,853

See accompanying notes.

74

ProAssurance Corporation and Subsidiaries
Consolidated Statements of Changes in Capital
(In thousands)

			Additional			Accumulated Other
	Common		Paid-in			Comprehensive			Retained		Treasury
	Stock		Capital			Income (Loss)			Earnings		Stock			Total
Balance at January 1, 2005	$	293	$	313,957		$	24,397		$	272,428	$	(56	)	$	611,019
Common shares issued for compensation		—		2,270			—			—		—			2,270
Equity issued in purchase transaction:
Common shares issued		17		67,049			—			—		—			67,066
Fair value of options assumed		—		192			—			—		—			192
Net effect of stock options exercised		2		4,271			—			—		—			4,273
Comprehensive income:
Other comprehensive income (loss) (see Note 11):
Continuing operations		—		—			(28,063	)		—		—			—
Discontinued operations		—		—			(5,168	)		—		—			—
Income from continuing operations, net of tax		—		—			—			80,026		—			—
Income from discontinued operations, net of tax		—		—			—			33,431		—			—
Total comprehensive income, continuing operations		—		—			—			—		—			51,963
Total comprehensive income, discontinued operations		—		—			—			—		—			28,263
Balance at December 31, 2005		312		387,739			(8,834	)		385,885		(56	)		765,046
Common shares issued for compensation		1		3,162			—			—		—			3,163
Share-based compensation:
Continuing operations		—		4,669			—			—		—			4,669
Discontinued operations		—		642			—			—		—			642
Common shares issued in purchase transaction		20		99,108			—			—		—			99,128
Net effect of stock options exercised		1		528			—			—		—			529
Comprehensive income:
Other comprehensive income (loss) (see Note 11):
Continuing operations		—		—			8,572			—		—			—
Discontinued operations		—		—			373			—		—			—
Income from continuing operations, net of tax		—		—			—			126,984		—			—
Income from discontinued operations, net of tax		—		—			—			109,441		—			—
Total comprehensive income, continuing operations		—		—			—			—		—			135,556
Total comprehensive income, discontinued operations		—		—			—			—		—			109,814
Balance at December 31, 2006		334		495,848			111			622,310		(56	)		1,118,547
Cumulative effect of accounting change		—		—			—			2,670		—			2,670
Purchase of treasury shares		—		—			—			—		(54,201	)		(54,201	)
Common shares issued for compensation		1		3,249			—			—		—			3,250
Share-based compensation		—		8,326			—			—		—			8,326
Net effect of stock options exercised		1		(1,500	)		—			—		—			(1,499	)
Comprehensive income:
Other comprehensive income (loss) (see Note 11)		—		—			9,791			—		—			—
Net income		—		—			—			168,186		—			—
Total comprehensive income		—		—			—			—		—			177,977
Balance at December 31, 2007	$	336	$	505,923		$	9,902		$	793,166	$	(54,257	)	$	1,255,070

See accompanying notes.

75

ProAssurance Corporation and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share data)

	Year Ended December 31
	2007			2006			2005
Revenues:
Gross premiums written	$	549,074		$	578,983		$	572,960
Net premiums written	$	506,397		$	543,376		$	521,343
Premiums earned	$	585,310		$	627,166		$	596,557
Premiums ceded		(51,797	)		(44,099	)		(53,316	)
Net premiums earned		533,513			583,067			543,241
Net investment income		171,308			147,450			98,293
Equity in earnings (loss) of unconsolidated subsidiaries		1,630			2,339			900
Net realized investment gains (losses)		(5,939	)		(1,199	)		912
Other income		5,556			5,941			4,604
Total revenues		706,068			737,598			647,950
Expenses:
Losses and loss adjustment expenses		438,527			475,997			479,300
Reinsurance recoveries		(87,530	)		(32,668	)		(41,099	)
Net losses and loss adjustment expenses		350,997			443,329			438,201
Underwriting, acquisition and insurance expenses		106,751			106,369			91,957
Interest expense		11,981			11,073			8,929
Total expenses		469,729			560,771			539,087
Income from continuing operations before income taxes		236,339			176,827			108,863
Provision for income taxes:
Current expense (benefit)		64,329			48,456			28,130
Deferred expense (benefit)		3,824			1,387			707
		68,153			49,843			28,837
Income from continuing operations		168,186			126,984			80,026
Income from discontinued operations, net of tax		—			109,441			33,431
Net income	$	168,186		$	236,425		$	113,457
Basic earnings per share:
Income from continuing operations	$	5.10		$	3.96		$	2.66
Income from discontinued operations		—			3.42			1.11
Net income	$	5.10		$	7.38		$	3.77
Diluted earnings per share:
Income from continuing operations	$	4.78		$	3.72		$	2.52
Income from discontinued operations		—			3.13			1.02
Net income	$	4.78		$	6.85		$	3.54
Weighted average number of common shares outstanding:
Basic		32,960			32,044			30,049
Diluted		35,823			34,925			32,908

See accompanying notes.

76

ProAssurance Corporation and Subsidiaries
Consolidated Statements of Cash Flow
(In thousands)

	Year Ended December 31
	2007			2006			2005
Continuing Operations:
Operating Activities
Net income	$	168,186		$	236,425		$	113,457
Income from discontinued operations, net of tax		—			(109,441	)		(33,431	)
Adjustments to reconcile income to net cash provided by operating activities:
Amortization		12,587			14,664			20,274
Depreciation		3,500			4,164			3,727
Increase in cash surrender value of business owned life insurance		(1,889	)		(2,285	)		(2,298	)
Net realized investment (gains) losses		5,939			1,199			(912	)
Net (purchases) sales of trading portfolio securities		42,683			(51,585	)		(917	)
Share-based compensation		8,326			4,669			—
Deferred income taxes		3,824			1,387			707
Policy acquisition costs deferred, net of related amortization		1,643			2,845			(1,002	)
Taxes paid related to gain on sale of discontinued operations		—			(54,565	)		—
Other		(4,839	)		516			(701	)
Changes in assets and liabilities:
Premiums receivable		14,330			17,868			19,104
Receivable from reinsurers		43,652			14,122			(10,553	)
Prepaid reinsurance premiums		4,119			7,817			1,119
Other assets		(24,767	)		(19,017	)		(1,272	)
Reserve for losses and loss adjustment expenses		(47,441	)		154,274			222,643
Unearned premiums		(35,745	)		(48,130	)		(23,514	)
Reinsurance premiums payable		22,406			642			14,182
Other liabilities		27,592			7,261			2,977
Net cash provided by operating activities of continuing operations		244,106			182,830			323,590
Investing Activities
Purchases of:
Fixed maturities available for sale		(1,394,695	)		(2,384,986	)		(900,481	)
Equity securities available for sale		(948	)		(407	)		(777	)
Other investments		(551	)		(25,364	)		(2,386	)
Cash investment in unconsolidated subsidiaries		(15,806	)		—			—
Proceeds from sale or maturities of:
Fixed maturities available for sale		1,276,191			1,873,041			597,472
Equity securities available for sale		270			38,801			44,773
Other investments		10,443			25,074			—
Net (increase) decrease in short-term investments		(35,749	)		(83,415	)		(51,903	)
Cash proceeds, net of sales expenses of $4,080, from sale of personal lines operations		—			371,037			—
Other		(5,610	)		(3,426	)		(124	)
Net cash used by investing activities of continuing operations		(166,455	)		(189,645	)		(313,426	)
Financing Activities
Repayment of long-term debt		(15,464	)		—			—
Repurchase of treasury shares		(54,201	)		—			—
Other		1,958			1,455			3,644
Net cash provided by (used by) financing activities of continuing operations		(67,707	)		1,455			3,644
Increase (decrease) in cash and cash equivalents		9,944			(5,360	)		13,808
Cash and cash equivalents at beginning at period		29,146			34,506			20,698
Cash and cash equivalents at end of period	$	39,090		$	29,146		$	34,506

(continued)

See accompanying notes.

77

ProAssurance Corporation and Subsidiaries
Consolidated Statements of Cash Flow
(In thousands)

	Year Ended December 31
	2007		2006		2005
Discontinued Operations:
Net cash provided by (used in) operating activities of discontinued operations	$	—	$	—	$	40,920
Net cash provided by (used in) investing activities of discontinued operations		—		—		2,415
Net cash provided by (used in) financing activities of discontinued operations		—		—		—
Increase (decrease) in cash and cash equivalents		—		—		43,335
Cash and cash equivalents at beginning of period		—		—		9,386
Cash and cash equivalents at end of period	$	—	$	—	$	52,721
Supplemental Disclosure of Cash Flow Information:
Net cash paid (received) during the year for income taxes:
Continuing operations	$	45,249	$	95,748	$	25,998
Discontinued operations	$	—	$	—	$	15,528
Cash paid during the year for interest:
Continuing operations	$	10,956	$	10,192	$	8,034
Discontinued operations	$	—	$	—	$	—
Significant non-cash transactions:
Fixed maturities securities received as proceeds from sale of discontinued operations	$	—	$	24,819	$	—
Fixed maturities securities transferred, at fair value, to other investments	$	34,732	$	—	$	—
Common shares issued in acquisition	$	—	$	99,128	$	67,066

See accompanying notes.

78

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies

Organization and Nature of Business

          ProAssurance Corporation (ProAssurance or PRA), a Delaware corporation, is an insurance holding company for wholly-owned specialty property and casualty insurance companies that principally provide professional liability insurance for providers of health care services, and to a lesser extent, providers of legal services. ProAssurance operates in the United States of America (U.S.), principally in the Mid-Atlantic, Midwest and South. ProAssurance’s operations are in a single reportable segment.

Segment Information / Discontinued Operations

          In January 2006 ProAssurance sold its Personal Lines Division consisting of its wholly-owned subsidiaries, MEEMIC Insurance Company, Inc. and MEEMIC Insurance Services (collectively, the MEEMIC Companies). The MEEMIC Companies were formerly considered as a separate reportable industry segment. In accordance with Statement of Financial Accounting Standard (SFAS) No. 144 Accounting for the Impairment or Disposal of Long-lived Assets, ProAssurance’s personal lines operations have been classified in this report as discontinued operations in all periods presented. See Note 3 for further discussion of discontinued operations.

Principles of Consolidation

          The accompanying consolidated financial statements include the accounts of ProAssurance Corporation and its wholly-owned subsidiaries. Investments in entities where ProAssurance holds a greater than minor interest but does not hold a controlling interest are accounted for using the equity method. All significant intercompany accounts and transactions are eliminated in consolidation.

Basis of Presentation

          The preparation of financial statements in accordance with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

          In 2007, due to the increased significance of the amounts involved, ProAssurance has separately reported its investments in unconsolidated subsidiaries and its equity in the earnings of unconsolidated subsidiaries. Previously, investments in unconsolidated subsidiaries were included as a component of other investments and earnings of unconsolidated subsidiaries were considered as a component of net investment income. Prior period balances in this report have been reclassified to conform to the 2007 presentation. The reclassification had no effect on income from continuing operations, net income or total assets.

Accounting Policies

          The significant accounting policies followed by ProAssurance in making estimates that materially affect financial reporting are summarized in these notes to the consolidated financial statements.

79

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies (continued)

Investments; Investment in Unconsolidated Subsidiaries

Fixed Maturities and Equity Securities

Fair Values

          Fair values for fixed maturity and equity securities are based on quoted market prices, where available. For fixed maturity and equity securities not actively traded, fair values are estimated using values obtained from independent pricing services.

          Valuations of securities obtained from pricing services are reviewed for accuracy based upon the specifics of the security, including class, maturity, credit rating, durations, collateral, and comparable markets for similar securities.

          Asset backed security valuations are subject to prospective adjustments in yield due to changes in prepayment assumptions. Under the prospective method, the recalculated effective yield will equate the carrying amount of the investment to the present value of the anticipated future cash flows. The recalculated yield is then used to accrue income on the investment balance for subsequent accounting periods.

          Asset backed securities that have been impaired due to credit or are below investment grade quality are accounted for under the effective yield method discussed in FASB Emerging Issues Task Force (EITF) 99 - 20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”. Under the effective yield method estimates of cash flows expected over the life of asset backed securities are updated quarterly. If there are adverse changes in cash flow projections, considering timing and amount, an other-than-temporary impairment loss is recognized.

Fixed maturities and equity securities are considered as either available-for-sale or trading securities.

Available for Sale

          Available-for-sale securities are carried at fair value, and unrealized gains and losses on such available-for-sale securities are included, net of related tax effects, in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss).

          Investment income includes amortization of premium and accretion of discount related to debt securities acquired at other than par value. Debt securities and mandatorily redeemable preferred stock with maturities beyond one year when purchased are classified as fixed maturities.

Trading

          Trading portfolio securities are carried at fair value with the holding gains and losses included in realized investment gains and losses in the current period.

Short-term Investments

          Short-term investments, which have an original maturity of one year or less, are primarily comprised of investments in U.S. Treasury obligations and commercial paper. All balances are reported at amortized cost, which approximates fair value.

Other Investments; Investment in Unconsolidated Subsidiaries

          Investments in limited partnerships/liability companies where ProAssurance has virtually no influence over the operating and financial policies of an investee are accounted for using the cost method. Investments in limited partnerships/liability companies where ProAssurance is deemed to have influence because it holds a greater than minor interest are accounted for using the equity method.

          Other Investments are primarily comprised of equity interests in non-public investment funds, accounted for using the cost method. In 2007, Other Investments also includes available-for-sale fixed

80

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies (continued)

maturity securities accounted for at fair value in which ProAssurance maintains a direct beneficial interest but that are held by a separate investment entity.

          Investments in unconsolidated subsidiaries consist of ownership interests in non-public investment funds that are accounted for using the equity method.

Business Owned Life Insurance (BOLI)

          ProAssurance owns life insurance contracts on certain management employees. The life insurance contracts are carried at their current cash surrender value. Changes in the cash surrender value are included in income in the current period as investment income. Death proceeds from the contracts are recorded when the proceeds become payable under the policy terms.

Realized Gains and Losses

          Realized investment gains and losses are recognized on the specific identification basis.

Other-than-temporary Impairments

          In accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” ProAssurance evaluates its investment securities on at least a quarterly basis for declines in fair value below cost for the purpose of determining whether these declines represent other-than-temporary declines. A decline in the fair value of a security below cost judged to be other-than-temporary is recognized as a loss in the then current period and reduces the cost basis of the security. In subsequent periods, ProAssurance measures any gain or loss or decline in value against the adjusted cost basis of the security. The following factors are among those considered in determining whether an investment’s decline is other-than-temporary:

– the extent to which the fair value of the security is less than its cost basis,

– the length of time for which the fair value of the security has been less than its cost basis,

– the financial condition and near-term prospects of the security’s issuer, taking into consideration the economic prospects of the issuer’s industry and geographical region, to the extent that information is publicly available, and

– ProAssurance’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Cash and Cash Equivalents

          For purposes of the consolidated balance sheets and statements of cash flow, ProAssurance considers all demand deposits and overnight investments to be cash equivalents.

Real Estate

          Real Estate balances are reported at cost or, for properties acquired in business combinations, estimated fair value on the date of acquisition, less accumulated depreciation. Real estate consists of properties primarily in use as corporate offices and land held for sale of $2.1 million. Depreciation is computed over the estimated useful lives of the related property using the straight-line method. Excess office capacity is leased or made available for lease; rental income is included in other income and real estate expenses are included in underwriting, acquisition and insurance expenses.

81

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies (continued)

          Real estate accumulated depreciation is approximately $13.6 million and $12.5 million at December 31, 2007 and 2006, respectively. Real estate depreciation expense for the three years ended December 31, 2007, 2006 and 2005 is $1.1 million, $1.3 million and $1.2 million, respectively.

Reinsurance

          ProAssurance enters into reinsurance agreements whereby other insurance entities agree to assume a portion of the risk associated with the policies issued by ProAssurance. In return, ProAssurance agrees to pay a premium to the reinsurer. ProAssurance purchases (cedes) reinsurance to provide for greater diversification of business and to allow management to control exposure to potential losses arising from large risks.

          Receivable from Reinsurers is the estimated amount of future loss payments that will be recoverable from reinsurers. Reinsurance Recoveries are the portion of losses incurred during the period that are estimated to be allocable to reinsurers. Premiums ceded are the estimated premiums that will be due to reinsurers with respect to premiums earned and losses incurred during the period.

          These estimates are based upon management’s estimates of ultimate losses and the portion of those losses that are allocable to reinsurers under the terms of the related reinsurance agreements. Given the uncertainty of the ultimate amounts of losses, these estimates may vary significantly from the eventual outcome. Management regularly reviews these estimates and any adjustments necessary are reflected in the period in which the estimate is changed. Due to the size of the receivable from reinsurers, even a small adjustment to the estimates could have a material effect on ProAssurance’s results of operations for the period in which the change is made.

          Reinsurance contracts do not relieve ProAssurance from its obligations to policyholders. ProAssurance continually monitors its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Any amount determined to be uncollectible is written off in the period in which the uncollectible amount is identified.

Goodwill

          Intangible assets consist primarily of the excess of cost over the fair value of net assets acquired (i.e., goodwill). In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets", goodwill is not amortized. Goodwill is tested annually for impairment. ProAssurance regularly reviews its goodwill and other intangibles to determine if any adverse conditions exist that could indicate impairment. Conditions that could trigger impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or assessment by a regulator. ProAssurance does not believe that any of its recorded goodwill or intangible assets has suffered impairment. Goodwill of $72.2 million is included as a component of Other Assets.

Deferred Policy Acquisition Costs

          Costs that vary with and are directly related to the production of new and renewal premiums (primarily premium taxes, commissions and underwriting salaries) are deferred to the extent they are recoverable against unearned premiums and are amortized as related premiums are earned. Deferred Policy Acquisition Costs are included in the Consolidated Balance Sheets as a component of Other Assets.

Reserve for Losses and Loss Adjustment Expenses

          ProAssurance establishes its reserve for losses and loss adjustment expenses (reserve for losses) based on estimates of the future amounts necessary to pay claims and expenses (losses) associated with the investigation and settlement of claims. The reserve for losses is determined on the basis of individual claims and payments thereon as well as actuarially determined estimates of future

82

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies (continued)

losses based on past loss experience, available industry data and projections as to future claims frequency, severity, inflationary trends, judicial trends, legislative changes and settlement patterns.

          External actuaries review the reserve for losses of each insurance subsidiary at least semi-annually. ProAssurance considers the views of the external actuaries as well as other factors, such as known, anticipated or estimated changes in frequency and severity of claims, loss retention levels and premium rates in establishing its reserves. Estimating casualty insurance reserves, and particularly liability reserves, is a complex process. Claims may be resolved over an extended period of time, often five years or more, and may be subject to litigation. Estimating losses for liability claims requires ProAssurance to make and revise judgments and assessments regarding multiple uncertainties over an extended period of time. As a result, reserve estimates may vary significantly from the eventual outcome. Reserve estimates and the assumptions on which these estimates are predicated are regularly reviewed and updated as new information becomes available. Any adjustments necessary are reflected in then current operations. Due to the size of ProAssurance’s reserve for losses, even a small percentage adjustment to these estimates could have a material effect on earnings in the period in which the adjustment is made.

          The effect of adjustments made to reinsured losses is mitigated by the corresponding adjustment that is made to reinsurance recoveries. Thus, in any given year, ProAssurance may make significant adjustments to gross losses that have little effect on its net losses.

Recognition of Revenues

          Insurance premiums are recognized as revenues pro rata over the terms of the policies, which are generally one year in duration.

Share-Based Compensation

          In 2007 and 2006, ProAssurance recognized compensation cost for share-based payments (including stock options and performance shares) under the recognition and measurement principles (modified prospective method) of SFAS 123 (revised 2004) Share-Based Payment (SFAS 123(R)). Compensation cost for awards that were granted prior to January 1, 2006 and had not yet vested on January 1, 2006 is recognized over the remaining service period related to those awards, based on amounts, including grant-date fair values, previously reported in SFAS 123 pro forma disclosures. Compensation cost for awards granted after January 1, 2006 is recognized based on the grant-date fair value of the award over the relevant service period of the award; for awards that vest in increments (graded vesting), compensation cost is recognized over the relevant service period for each separately vested portion of the award. Note 12 provides detailed information regarding the determination of grant date fair values.

          In 2005, ProAssurance recognized compensation cost for option awards under the intrinsic-value provisions set forth in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations (collectively referred to as APB 25) as permitted by SFAS 123. No compensation cost is generally recognized under APB 25 since ProAssurance options are granted with an exercise price equal to the fair value of ProAssurance’s common shares on the date of grant.

          In 2007 and 2006, “excess tax benefits” (tax deductions realized in excess of the compensation costs recognized for the exercise of the awards, multiplied by the incremental tax rate) are reported as financing cash inflows. In 2005, “excess tax benefits” are included within operating cash flows.

Income Taxes

          ProAssurance files a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial and income tax reporting relating primarily to unrealized gains on securities, discounting of losses for income tax reporting, and the limitation of the unearned premiums deduction for income tax reporting. ProAssurance recognizes tax-related interest and penalties as components of tax expense.

83

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies (continued)

Accounting Changes

          In December 2007 the Financial Accounting Standards Board (FASB) issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 160 amends Accounting Research Bulletin (ARB) 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. ProAssurance will adopt the Statement on its effective date. Adoption is not expected to have a significant effect on ProAssurance’s results of operations or financial position.

          In December 2007 the FASB issued SFAS 141 (Revised 2007) Business Combinations (SFAS 141R). SFAS 141R replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirement in SFAS 141 that the acquisition method (referred to as the purchase method in SFAS 141) of accounting be used for all business combinations. SFAS 141R provides new or additional guidance with respect to business combinations including: defining the acquirer in a transaction, the valuation of assets and liabilities when noncontrolling interests exist, the treatment of contingent consideration, the treatment of costs incurred to effect the acquisition, the treatment of reorganization costs, and the valuation of assets and liabilities when the purchase price is below the net fair value of assets acquired. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. ProAssurance will adopt the Statement on its effective date.

          In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 allows many financial assets and liabilities and other items to be reported at fair value that are not currently measured at fair value. Unrealized gains and losses on items for which the fair value has been elected would be reported in earnings at each subsequent reporting date. SFAS 159 also establishes new disclosure requirements with respect to fair values. SFAS 159 is effective for fiscal years beginning after November 15, 2007, unless early adopted. ProAssurance will adopt SFAS 159 on its effective date. ProAssurance does not plan to select the fair value alternative for financial assets or liabilities that are not currently measured at fair value and does not expect adoption to have an effect on its results of operations or financial condition.

          In September 2006, the FASB issued SFAS 157, Fair Value Measurements (SFAS 157). The standard establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. SFAS 157 is applicable to other accounting pronouncements that require or permit fair value measurements but does not require any new fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007, unless early adopted. ProAssurance will adopt SFAS 157 on its effective date, and does not expect the implementation of SFAS 157 to have a material effect on its results of operations or financial condition.

          In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. ProAssurance adopted FIN 48 as of January 1, 2007. The cumulative effect of adopting FIN 48 reduced tax liabilities and increased retained earnings by $2.7 million. The disclosures required by FIN 48 are provided in Note 6.

84

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

1. Accounting Policies (continued)

          On December 16, 2004 the FASB issued SFAS 123(R) Share-Based Payment, which is a revision of SFAS 123, which superseded APB 25, and amends SFAS 95, Statement of Cash Flows. ProAssurance adopted SFAS 123(R) on its effective date, January 1, 2006, using the modified prospective method permitted by the statement, which does not require restatement of prior periods nor recognition of a cumulative effect of adoption. Information regarding the effect of adoption is provided in Note 12.

2. Acquisitions

          ProAssurance acquired 100% of the outstanding shares of Physicians Insurance Company of Wisconsin, Inc. (PIC Wisconsin) on August 1, 2006 and acquired 100% of the outstanding shares of NCRIC Corporation (NCRIC) on August 3, 2005, as a means of expanding its operations geographically. PIC Wisconsin is an insurance company that focuses on medical professional liability insurance. PIC Wisconsin’s largest premium states are Wisconsin and Iowa. NCRIC is a holding company; its primary subsidiary is NCRIC, Inc., an insurance company also focused on providing medical professional liability insurance. NCRIC, Inc.’s premium revenues are concentrated in the District of Columbia and adjacent states.

          Both acquisitions were stock-for-stock transactions accounted for as purchase transactions in accordance with SFAS 141. In the PIC Wisconsin transaction ProAssurance issued approximately 2.0 million common shares which were valued in the determination of the purchase price at $49.76 per share, which is the average PRA share price for three days before and after July 31, 2006, the date on which the number of shares issued in the transaction was determined. In the NCRIC transaction, PRA issued approximately 1.7 million common shares which were valued in the determination of the purchase price at $40.54 per share, which is the average PRA share price for three days before and after February 28, 2005 (the date the terms of the acquisition were agreed to and publicly announced). In both transactions, the purchase price was allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values at the date of acquisition. Goodwill of $42.7 million (PIC Wisconsin) and $25.0 million (NCRIC) was recognized equal to the excess of the purchase price over the fair values of the identifiable net assets acquired. The goodwill is not expected to be tax deductible.

          The following chart summarizes the total cost of the acquisitions and the allocation of the purchase price (in millions):

	PIC Wisconsin			NCRIC
Aggregate Purchase Price:
Fair value of ProAssurance common shares issued	$	99.1		$	67.1
Other acquisition costs		4.6			4.1
Aggregate purchase price	$	103.7		$	71.2
Assets (liabilities) acquired, at fair value:
Fixed maturities, available for sale	$	199.3		$	185.0
Equity securities, available for sale		34.4			27.8
Short-term investments		7.8			3.2
Premiums receivable		24.3			9.1
Receivable from reinsurers on unpaid losses and loss adjustment expenses		57.2			43.5
Other assets		45.4			46.7
Reserve for losses and loss adjustment expenses		(228.4	)		(183.2	)
Unearned premiums		(37.6	)		(39.2	)
Long-term debt		(11.6	)		(15.5	)
Liability for judgment		—			(19.5	)
Other liabilities		(29.8	)		(11.7	)
Fair value of net assets acquired	$	61.0		$	46.2

85

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

2. Acquisitions (continued)

          The fair values of the reserves for losses and related reinsurance recoverables (the net loss reserves) acquired in the PIC Wisconsin and NCRIC transactions were estimated as of the dates of acquisition based on present value of the expected underlying net cash flows, and include a profit margin and a risk premium.

          Each company’s historical undiscounted loss reserve, which had been determined based on a recent actuarial review, was discounted to present value assuming payment patterns actuarially developed from the historical loss data of each company. The discount rates used, 4.86% for PIC Wisconsin and 4.31% for NCRIC, approximate the risk-free treasury rate on the acquisition date for maturities similar to the estimated duration of the reserve being valued. For each estimate an expected profit margin of 5% was applied to the discounted loss reserves which is consistent with management’s understanding of the returns anticipated by the reinsurance market (the reinsurance market representing a willing partner in the purchase of loss reserves). Additionally, in consideration of the long-tail nature and the related high degree of uncertainty of such loss reserves, an estimated risk premium of 5% was also applied to the discounted loss reserves. In both instances, the calculation resulted in a fair value estimate which was not materially different than the historical loss reserves and therefore did not result in an adjustment to the historical reserve amount.

3. Discontinued Operations

          Effective January 1, 2006 ProAssurance sold its wholly owned subsidiaries, MEEMIC Insurance Company and MEEMIC Insurance Services (collectively, the MEEMIC Companies) to Motors Insurance Corporation, a subsidiary of GMAC Insurance Holdings, Inc., for total consideration of $400 million before taxes and transaction expenses. The MEEMIC Companies were the only active entities of ProAssurance’s personal lines operations.

          On December 28, 2005, ProAssurance sold ConsiCare, a non-insurance subsidiary acquired August 3, 2005 in the NCRIC transaction, for approximately $1.7 million. No gain or loss was recognized related to the sale because the carrying value for ConsiCare’s net assets approximated the sales price less sale expenses.

          In accordance with SFAS 144, the assets, liabilities and operating results attributed to the personal lines operations and the operating results of ConsiCare are reported as discontinued operations in the Consolidated Financial Statements.

          The following tables provide detailed information regarding the financial statement lines identified as discontinued operations.

	2007		2006			2005
			In thousands
Personal Lines results:
Net premiums earned	$	—	$	—		$	187,903
Net investment income		—		—			12,817
Other revenues		—		—			2,871
Net losses and loss adjustment expenses		—		—			(110,929	)
Underwriting, acquisition and insurance expenses		—		—			(43,323	)
Gain from sale of discontinued operations		—		164,006			—
Provision for income taxes		—		(54,565	)		(15,805	)
Personal lines results, net of tax		—		109,441			33,534
ConsiCare results, net of tax		—		—			(103	)
Income from discontinued operations, net of tax	$	—	$	109,441		$	33,431

86

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

4. Investments

          The amortized cost and estimated fair value of available-for-sale fixed maturities and equity securities are as follows:

	December 31, 2007
	Cost
	or		Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
	In thousands
Fixed Maturities
U.S. treasury securities	$	107,027	$	2,811	$	(12	)	$	109,826
Government-sponsored enterprises		179,603		2,440		(33	)		182,010
State and municipal bonds		1,328,410		15,174		(2,088	)		1,341,496
Corporate bonds		659,057		6,551		(9,675	)		655,933
Asset-backed securities		952,043		10,270		(6,985	)		955,328
		3,226,140		37,246		(18,793	)		3,244,593
Equity securities		4,985		2,724		(112	)		7,597
	$	3,231,125	$	39,970	$	(18,905	)	$	3,252,190

	December 31, 2006
	Cost
	or		Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
	In thousands
Fixed Maturities
U.S. treasury securities	$	57,400	$	105	$	(528	)	$	56,977
Government-sponsored enterprises		232,193		129		(1,373	)		230,949
State and municipal bonds		1,190,651		10,497		(2,921	)		1,198,227
Corporate bonds		629,809		4,356		(9,162	)		625,003
Asset-backed securities		1,028,595		7,638		(11,167	)		1,025,066
		3,138,648		22,725		(25,151	)		3,136,222
Equity securities		4,618		2,602		—			7,220
	$	3,143,266	$	25,327	$	(25,151	)	$	3,143,442

          The following table provides summarized information with respect to available-for-sale securities held in an unrealized loss position at December 31, 2007, including the length of time the securities have been held in a continuous unrealized loss position.

	December 31, 2007
	Total					Less than 12 months					More than 12 months
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
	In thousands
Fixed maturities, available for sale
U.S. treasury securities	$	4,025	$	(12	)	$	—	$	—		$	4,025	$	(12	)
Government-sponsored enterprises		23,469		(33	)		—		—			23,469		(33	)
State and municipal bonds		234,925		(2,088	)		153,844		(1,499	)		81,081		(589	)
Corporate bonds		346,537		(9,675	)		116,874		(3,747	)		229,663		(5,928	)
Asset-backed securities		403,023		(6,985	)		81,305		(2,856	)		321,718		(4,129	)
		1,011,979		(18,793	)		352,023		(8,102	)		659,956		(10,691	)
Equity securities, available for sale		1,026		(112	)		1,026		(112	)		—		—
Available for sale securities held with unrealized losses	$	1,013,005	$	(18,905	)	$	353,049	$	(8,214	)	$	659,956	$	(10,691	)

87

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

4. Investments (continued)

          After an evaluation of each security, management concluded that these securities have not suffered an other-than-temporary impairment in value that had not otherwise been recognized. Of the fixed maturity unrealized losses aggregated in the above table, 85% are considered to be interest rate related. Each fixed maturity security has paid all scheduled contractual payments. Management believes that each issuer has the capacity to meet the remaining contractual obligations of the security, including payment at maturity. In total, there are approximately 679 fixed maturity securities in an unrealized loss position. Management considers the unrealized loss on nine of those securities to be credit related; the unrealized losses related to these securities total approximately $2.8 million. The single greatest credit-related unrealized loss position approximates $610,000; the second greatest credit-related unrealized loss position is an unrealized loss of approximately $524,000. Management believes each of the equity securities in an unrealized loss position, given the characteristics of the underlying company, industry, and price volatility of the security, has a reasonable probability of being valued at or above book value in the near term.

          Management has the intent and believes ProAssurance has the ability, due to the duration of ProAssurance’s overall portfolio and positive operating cash flows, to hold the securities (that are in unrealized loss positions) to recovery of book value or maturity.

          The amortized cost and estimated fair value of available-for-sale fixed maturities at December 31, 2007, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ProAssurance uses the call date as the contractual maturity for prerefunded state and municipal bonds which are 100% backed by U.S. Treasury obligations.

			Estimated
	Amortized		Fair
	Cost		Value
	In thousands
Due in one year or less	$	242,945	$	243,001
Due after one year through five years		722,858		727,295
Due after five years through ten years		768,453		776,919
Due after ten years		539,841		542,050
Asset-backed securities		952,043		955,328
	$	3,226,140	$	3,244,593

          Excluding investments in bonds and notes of the U.S. Government, a U.S. Government agency, or prerefunded state and municipal bonds which are 100% backed by U.S. Treasury obligations, no investment in any person or its affiliates exceeded 10% of stockholders’ equity at December 31, 2007.

          At December 31, 2007 ProAssurance has available-for-sale securities with a fair value of $15.8 million on deposit with various state insurance departments to meet regulatory requirements.

Business Owned Life Insurance

          ProAssurance holds BOLI policies on management employees that were purchased at a cost of approximately $51 million. The primary purpose of the program is to offset future employee benefit expenses through earnings on the cash value of the policies. ProAssurance is the owner and principal beneficiary of these policies.

88

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

4. Investments (continued)

Net Investment Income / Net Realized Investment Gains (Losses)

          Net investment income by investment category is as follows:

	2007			2006			2005
	In thousands
Fixed maturities	$	149,494		$	130,335		$	90,496
Equities		377			414			773
Short-term investments		14,713			15,567			3,608
Other invested assets		9,228			2,970			4,145
Business owned life insurance		1,889			2,285			2,298
		175,701			151,571			101,320
Investment expenses		(4,393	)		(4,121	)		(3,027	)
Net investment income	$	171,308		$	147,450		$	98,293

          Net realized investment gains (losses) are as follows:

	2007			2006			2005
	In thousands
Gross gains, available-for-sale and short-term securities	$	2,944		$	5,127		$	3,488
Gross losses, available-for-sale and short-term securities		(1,143	)		(3,410	)		(1,921	)
Net realized gains (losses), trading securities		(284	)		(138	)		51
Change in unrealized holding gains (losses), trading securities		297			259			62
Other than temporary impairments		(7,753	)		(3,037	)		(768	)
Net realized investment gains (losses)	$	(5,939	)	$	(1,199	)	$	912

          Net gains (losses) related to fixed maturities included in the above table are ($483,000), ($2.5) million and $836,000 during 2007, 2006 and 2005, respectively.

          Proceeds from sales (excluding maturities and paydowns) of available-for-sale securities were $1.1 billion, $1.6 billion and $441.0 million during 2007, 2006 and 2005, respectively, including proceeds from sales of adjustable rate, short-duration fixed maturities of approximately $691.5 million, $1.2 billion, and $138.3 million, respectively. Purchases of adjustable rate, short-duration fixed maturities approximated $576.7 million, $1.4 billion, and $120.9 million during the same respective periods.

          In January 2007, ProAssurance transferred high yield asset backed bonds (previously considered as available-for-sale securities) having a fair value of approximately $34.7 million to an investment fund created for the purpose of managing such investments. ProAssurance holds a separate and direct beneficial interest in the securities contributed to the fund. Cash flows from the initial investment, including net investment earnings and proceeds from maturities, approximately $10.3 million in 2007, are being re-invested in a joint fund in which ProAssurance holds an undivided interest.

          The securities in which ProAssurance holds a direct beneficial interest are included in the ProAssurance Balance Sheet as a component of Other Investments, at fair value ($16.2 million at December 31, 2007, including net unrealized losses of $5.8 million). During the first quarter of 2007 ProAssurance recognized other-than-temporary impairments of $4.2 million related to the securities contributed to the above fund; the $5.8 million unrealized loss originated subsequent to the first quarter. Management has not recognized additional impairment at December 31, 2007 because an evaluation of the metrics underlying the securities indicated that the decline in value was not due to prospective default of the underlying loans. Management intends and believes it has the ability to hold the securities until recovery.

89

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

4. Investments (continued)

          ProAssurance holds a non-controlling interest in the undivided fund and accounts for the fund using the equity method. At December 31, 2007 the carrying value of the undivided interest of $10.0 million is included in Investments in Unconsolidated Subsidiaries. (The carrying value reflects losses recognized under the equity method of approximately $350,000.)

5. Reinsurance

          ProAssurance has various quota share, excess of loss, and cession reinsurance agreements. Historically, professional liability per claim retention levels have varied between 90% and 100% of the first $200,000 to $2 million and between 0% and 10% of claims exceeding those levels depending on the coverage year and the state in which business was written. ProAssurance also insures some large professional liability risks that are above the limits of its basic reinsurance treaties. These risks are reinsured on a facultative basis, whereby the reinsurer agrees to insure a particular risk up to a designated limit.

          The effect of reinsurance on premiums written and earned is as follows:

	2007 Premiums						2006 Premiums						2005 Premiums
	Written			Earned			Written			Earned			Written			Earned
	In thousands
Direct	$	549,034		$	585,267		$	578,963		$	627,148		$	572,692		$	596,289
Assumed		40			43			20			18			268			268
Ceded		(42,677	)		(51,797	)		(35,607	)		(44,099	)		(51,617	)		(53,316	)
Net premiums	$	506,397		$	533,513		$	543,376		$	583,067		$	521,343		$	543,241

          Reinsurance contracts do not relieve ProAssurance from its obligations to policyholders and ProAssurance remains liable to its policyholders whether or not reinsurers honor their contractual obligations to ProAssurance. ProAssurance continually monitors its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies.

          At December 31, 2007, all reinsurance recoverables are considered collectible. Reinsurance recoverables totaling approximately $33.2 million are collateralized by letters of credit or funds withheld. At December 31, 2007 no amounts due from individual reinsurers exceed 5% of stockholders’ equity.

          During 2007, ProAssurance commuted (terminated) various outstanding reinsurance arrangements for approximately $6.3 million in cash. The commutations reduced Receivable from Reinsurers by approximately $477,000 (net of cash received) and reduced Reinsurance Premiums Payable by approximately $3.3 million. During 2006, ProAssurance commuted various outstanding reinsurance arrangements for approximately $5.5 million in cash. The commutations reduced Receivable from Reinsurers by approximately $427,000 (net of cash received) and reduced Reinsurance Premiums Payable by approximately $2.7 million.

90

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

6. Income Taxes

          Deferred income taxes reflect the net tax effects of temporary differences between the amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of ProAssurance’s deferred tax assets and liabilities are as follows:

	2007		2006
	In thousands
Deferred tax assets
Unpaid loss discount	$	84,549	$	88,988
Unearned premium adjustment		17,954		18,939
CHW and other contingencies (see Note 9)		7,989		7,636
Loss and credit carryovers		2,322		3,366
Basis differences - investments		6,598		5,350
Compensation related		8,495		5,286
Other		1,635		2,199
Total deferred tax assets		129,542		131,764
Deferred tax liabilities
Deferred acquisition costs		7,742		8,453
Basis difference on convertible debentures		8,814		6,528
Unrealized gains on investments, net		5,334		62
Other		4,547		4,520
Total deferred tax liabilities		26,437		19,563
Net deferred tax assets	$	103,105	$	112,201

          In December 2006 ProAssurance received approval from the Internal Revenue Service to change its income tax method of accounting for interest on its Convertible Debentures which were issued in 2003. The new method, the “comparable yield” method, accelerates recognition of interest expense for tax purposes. The change in method, recorded in 2006, decreased current tax expense and increased deferred tax expense by $6.5 million, of which $4.4 million related to pre-2006 interest periods.

          In management’s opinion, it is more likely than not that ProAssurance will realize the benefit of the deferred tax assets, and therefore, no valuation allowance has been established.

          At December 31, 2007 ProAssurance has available net operating loss (NOL) carryforwards of $4.8 million and Alternative Minimum Tax (AMT) credit carryforwards of $639,000. The NOL carryforwards will expire in 2019; the AMT credit carryforwards have no expiration date. ProAssurance files income tax returns in the U.S. federal jurisdiction and various states, and generally remains open to income tax examinations by tax authorities for filings for years beginning with 2004 for federal and 2003 for state.

          ProAssurance adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. The cumulative effect of adopting FIN 48 reduced tax liabilities and increased retained earnings by $2.7 million. At December 31, 2007 ProAssurance has no unrecognized tax benefits and did not record any activity related to unrecognized tax benefits during the year ended December 31, 2007.

91

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

6. Income Taxes (continued)

          A reconciliation of “expected” income tax expense (35% of income before income taxes) to actual income tax expense in the accompanying financial statements follows:

	2007			2006			2005
	In thousands
Computed “expected” tax expense	$	82,719		$	61,890		$	38,102
Tax-exempt income		(15,827	)		(13,217	)		(9,548	)
Other		1,261			1,170			283
Total	$	68,153		$	49,843		$	28,837

          No significant interest or penalties were accrued or paid during the year ended December 31, 2007 nor was there any significant liability for such amounts at December 31, 2007.

7. Deferred Policy Acquisition Costs

          Policy acquisition costs, most significantly commissions, premium taxes, and underwriting salaries, that are primarily and directly related to the production of new and renewal premiums are capitalized as policy acquisition costs and amortized to expense as the related premium revenues are earned.

          Amortization of deferred acquisition costs, included in continuing operations, amounted to approximately $52.9 million, $56.9 million, and $54.0 million for the years ended December 31, 2007, 2006 and 2005, respectively. Unamortized deferred acquisition costs are included in Other Assets and are $22.1 million and $23.8 million at December 31, 2007 and 2006, respectively.

8. Reserve for Losses and Loss Adjustment Expenses

          The reserve for losses is established based on estimates of individual claims and actuarially determined estimates of future losses based on ProAssurance’s past loss experience, available industry data and projections as to future claims frequency, severity, inflationary trends and settlement patterns. Estimating reserves, and particularly liability reserves, is a complex process. Claims may be resolved over an extended period of time, often five years or more, and may be subject to litigation. Estimating losses for liability claims requires ProAssurance to make and revise judgments and assessments regarding multiple uncertainties over an extended period of time. As a result, reserve estimates may vary significantly from the eventual outcome. The assumptions used in establishing ProAssurance’s reserves are regularly reviewed and updated by management as new data becomes available. Changes to estimates of previously established reserves are included in earnings in the period in which the estimate is changed.

          ProAssurance believes that the methods it uses to establish reserves are reasonable and appropriate. Each year, ProAssurance uses external actuaries to review the reserve for losses of each

92

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

8. Reserve for Losses and Loss Adjustment Expenses (continued)

insurance subsidiary. ProAssurance considers the views of the external actuaries as well as other factors, such as known, anticipated or estimated changes in frequency and severity of claims and loss retention levels and premium rates, in establishing the amount of its reserve for losses. The statutory filings of each insurance company with the insurance regulators must be accompanied by an actuary’s certification as to their respective reserves in accordance with the requirements of the National Association of Insurance Commissioners (NAIC).

          Activity in the reserve for losses and loss adjustment expenses is summarized as follows:

	2007			2006			2005
	In thousands
Balance, beginning of year	$	2,607,148		$	2,224,436		$	1,818,636
Less reinsurance recoverables		370,763			327,693			273,654
Net balance, beginning of year		2,236,385			1,896,743			1,544,982
Net reserves acquired in PIC Wisconsin transaction		—			171,246			—
Net reserves acquired in NCRIC transaction		—			—			139,672
Net losses:
Current year		455,982			479,621			461,182
Favorable development of reserves established in prior years		(104,985	)		(36,292	)		(22,981	)
Total		350,997			443,329			438,201
Paid related to:
Current year		(23,492	)		(32,325	)		(26,495	)
Prior years		(331,294	)		(242,608	)		(199,617	)
Total paid		(354,786	)		(274,933	)		(226,112	)
Net balance, end of year		2,232,596			2,236,385			1,896,743
Plus reinsurance recoverables		327,111			370,763			327,693
Balance, end of year	$	2,559,707		$	2,607,148		$	2,224,436

          As discussed in Note 1, estimating liability reserves is complex and requires the use of many assumptions. As time passes and ultimate losses for prior years are either known or become subject to a more precise estimation, ProAssurance increases or decreases the reserve estimates established in prior periods. The favorable development recognized in 2007 was primarily due to reductions in estimates of claims severity for the 2003, 2004 and 2005 accident years. The favorable development recognized in 2006 was primarily due to reductions in estimates of claims severity for the 2002, 2003 and 2004 accident years. The favorable development recognized in 2005 was primarily due to reductions in estimates of claims severity for the 2003 accident year; however, favorable development was also seen in accident years 2002 and prior. Actuarial evaluations of both internal and industry actual claims data in 2007, 2006 and 2005 all indicated that claims severity (i.e, the average size of a claims) is increasing more slowly than was anticipated when the reserves for 2003, 2004 and 2005 were initially established.

93

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

9. Commitments and Contingencies

          As a result of the acquisition of NCRIC, ProAssurance assumed the risk of loss for a judgment entered against NCRIC on February 20, 2004 by a District of Columbia Superior Court in favor of Columbia Hospital for Women Medical Center, Inc. (“CHW”) in the amount of $18.2 million (the “CHW Judgment”). The judgment is now on appeal to the District of Columbia Court of Appeals. ProAssurance has established a liability related to the judgment of $21.7 million, which includes the estimated costs associated with pursuing the post-trial motions or appeal of a final judgment and projected post-trial interest, $19.5 million of which was established as a component of the fair value of assets acquired and liabilities assumed in the allocation of the NCRIC purchase price. ProAssurance has posted a $20.5 million appellate bond to secure payment of the CHW judgment plus interest and court costs, in the event the judgment is ultimately affirmed and paid.

          ProAssurance is involved in various other legal actions arising primarily from claims against ProAssurance related to insurance policies and claims handling, including, but not limited to claims asserted by policyholders. Such legal actions have been considered by ProAssurance in establishing its loss and loss adjustment expense reserves. The outcome of such legal actions is not presently determinable for a number of reasons. For example, in the event that ProAssurance or its insureds receive adverse verdicts, post-trial motions may be denied, in whole or in part; any appeals that may be undertaken may be unsuccessful; ProAssurance may be unsuccessful in legal efforts to limit the scope of coverage available to its insureds; and ProAssurance may become a party to bad faith litigation over the amount of the judgment above an insured’s policy limits. ProAssurance’s management is of the opinion, based on consultation with legal counsel, that the resolution of these actions will not have a material adverse effect on ProAssurance’s financial position. However, the ultimate cost of resolving these legal actions may differ from the reserves established; the resulting difference could have a material effect on ProAssurance’s results of operations for the period in which any such action is resolved.

          ProAssurance is involved in a number of operating leases primarily for office space, office equipment, and communication lines. The following is a schedule of future minimum lease payments for operating leases that had initial or remaining noncancelable lease terms in excess of one year as of December 31, 2007.

Operating Leases
In thousands
2008	$	2,243
2009		1,445
2010		1,190
2011		153
Thereafter		15
Total minimum lease payments	$	5,046

          ProAssurance incurred rent expense of $2.9 million, $2.8 million and $2.4 million in the years ended December 31, 2007, 2006 and 2005, respectively.

94

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

10. Long-term Debt

          Outstanding long-term debt, as of December 31, 2007 and December 31, 2006, consists of the following:

				2007		2006
				In thousands
Convertible Debentures due June 2023 (the Convertible Debentures), unsecured, principal of $107.6 million bearing a fixed interest rate of 3.9%, net of unamortized discounts of $1.6 million and $1.9 million at December 31, 2007 and 2006, respectively.				$	105,973	$	105,677
Trust Preferred Subordinated Debentures (the 2032 Subordinated Debentures; the 2034 Subordinated Debentures), unsecured, bearing interest at a floating rate, adjustable quarterly.
Due	12/31/2007 Rate
December 2032		—			—		15,464
April 2034		8.7	%		13,403		13,403
May 2034		8.7	%		32,992		32,992
Surplus Notes due May 2034 (the Surplus Notes), unsecured, net of unamortized discounts of $0.2 and $0.4 million at December 31, 2007 and 2006, principal of $12.0 million bearing a fixed interest rate of 7.7%, until May 2009.					11,790		11,641
				$	164,158	$	179,177

Convertible Debentures Due June 30, 2023 (the Convertible Debentures)

          The Convertible Debentures were issued by ProAssurance in July 2003 in a Private Offering transaction, net of an initial purchaser’s discount of $3.0 million. Summarized information regarding the structure and terms of the Convertible Debentures follows:

Issue Price. The Convertible Debentures were issued at 100.0% of their principal amount and each Convertible Debenture has a principal amount at maturity of $1,000.

Maturity Date. June 30, 2023.

Ranking. The Convertible Debentures are unsecured obligations and rank equally in right of payment with all other existing and future unsecured and unsubordinated obligations. The Convertible Debentures are not guaranteed by any of ProAssurance’s subsidiaries and, accordingly, the Convertible Debentures are effectively subordinated to the indebtedness and other liabilities of ProAssurance’s subsidiaries, including insurance policy-related liabilities.

Interest. Interest is payable on June 30 and December 30 of each year, at an annual rate of 3.90%. In addition, ProAssurance may be required to pay contingent interest, as set forth below under Contingent Interest.

Contingent Interest. Contingent interest is due to the holders of the Convertible Debentures during any six-month period from June 30 to December 29 and from December 30 to June 29 commencing with the six-month period beginning June 30, 2008, if the average market price of a Convertible Debenture for the five trading days ending on the second trading day immediately preceding the relevant six-month period equals 120% or more of the principal amount of the Convertible Debentures. The amount of contingent interest payable in respect of any six-month period will equal 0.1875% of the average market price of a Convertible Debenture for the five trading day period referred to above.

95

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

10. Long-term Debt (continued)

Conversion Rights. Holders may convert the Convertible Debentures at any time prior to stated maturity from and after the date of the following events:

– if the sale price of ProAssurance’s common shares for at least 20 trading days in the 30 trading-day period ending on the last trading day of the immediately preceding fiscal quarter exceeds 120% of the conversion price on that 30th trading day,

– if ProAssurance calls the Convertible Debentures for redemption, or

– upon the occurrence of certain corporate transactions.

The share price criterion allowing conversion was met during the quarter ended December 31, 2007 and holders may convert through March 31, 2008. To date, no holders have requested conversion.

At December 31, 2007 conversion would be at a rate of 23.9037 common shares for each $1,000 principal amount of Convertible Debentures; this represents a conversion price of approximately $41.83 per common share. The conversion rate is subject to future adjustment should certain corporate events occur, as defined by the related indenture agreement. Upon conversion, holders will generally not receive any cash payment representing accrued interest or contingent interest, if any. Instead, accrued interest and contingent interest will be deemed paid by the common shares received by the holders on conversion. Convertible Debentures called for redemption may be surrendered for conversion until the close of business two business days prior to the redemption date.

Upon conversion, ProAssurance has the right to deliver, in lieu of common shares, cash or a combination of cash and common shares.

Payment at Maturity. Each holder of $1,000 Convertible Debentures will be entitled to receive $1,000 at maturity, plus accrued interest, including contingent interest, if any.

Sinking Fund. None.

Optional Redemption. ProAssurance may not redeem the Convertible Debentures prior to July 7, 2008. ProAssurance may redeem some or all of the Convertible Debentures for cash on or after July 7, 2008, upon at least 30 days but not more than 60 days notice by mail to holders.

Repurchase Right of Holders. Each holder of the Convertible Debentures may require ProAssurance to repurchase all or a portion of the holder’s Convertible Debentures on June 30, 2008, June 30, 2013 and June 30, 2018 at a purchase price equal to the principal amount of the Convertible Debentures plus accrued and unpaid interest, including contingent interest, if any, to the date of repurchase. ProAssurance may choose to pay the purchase price in cash, common shares, or a combination of cash and common shares. If ProAssurance elects to pay all or a portion of the repurchase price in common shares, the common shares will be valued at 97.5% of the average sale price for the 20 trading days immediately preceding and including the third day prior to the repurchase date.

96

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

10. Long-term Debt (continued)

Change of Control. Upon a change of control of ProAssurance, holders may require ProAssurance, subject to conditions, to repurchase all or a portion of the Convertible Debentures. Depending upon the date at which the change of control occurs, ProAssurance will pay a purchase price equal to a varying percentage of the applicable principal amount of such Convertible Debentures plus accrued and unpaid interest, including contingent interest and additional amounts, if any. The percentage is 102% until June 30, 2008 when it becomes 100%.

ProAssurance may choose to pay the repurchase price in cash, common shares, common shares of the surviving corporation or a combination of cash and common shares. If ProAssurance elects to pay all or a portion of the repurchase price in common shares, the applicable common shares will be valued at 97.5% of the average sale price of the applicable common shares for 20 trading days commencing after the third trading day following notice of the occurrence of a change of control.

Events of Default. If there is an event of default under the Convertible Debentures, the principal amount of the Convertible Debentures, plus accrued interest, including contingent interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.

     The Convertible Debentures do not require ProAssurance to maintain minimum financial covenants.

Trust Preferred Subordinated Debentures

The 2032 Subordinated Debentures

          In December 2007 ProAssurance redeemed, at face value, the 2032 Subordinated Debentures of its subsidiary, NCRIC Corporation for cash of $15.5 million.

The 2034 Subordinated Debentures

          In April and May 2004, ProAssurance formed two business trusts, (the PRA Trusts) for the sole purpose of issuing, in private placement transactions, $45.0 million of trust preferred securities (PRA TPS) and using the proceeds thereof, together with the equity proceeds received from ProAssurance in the initial formation of the PRA Trusts, to purchase $46.4 million of variable rate subordinated debentures (the 2034 Subordinated Debentures) issued by ProAssurance. ProAssurance owns all voting securities of the PRA Trusts and the 2034 Subordinated Debentures are the sole assets of the PRA Trusts. The PRA Trusts will meet the obligations of the PRA TPS with the interest and principal paid on the 2034 Subordinated Debentures. ProAssurance received net proceeds from the PRA TPS transactions, after commissions and other costs of issuance, of $44.9 million.

          The 2034 Subordinated Debentures are uncollateralized and have the same maturities and other applicable terms and features as the associated trust preferred securities. Neither requires PRA to maintain minimum financial covenants. Early redemption is allowed beginning in May 2009. Interest is payable quarterly at LIBOR + 3.85%, set quarterly based upon the three-month LIBOR rate on the date that is two banking days preceding the applicable interest payment dates of February 15, May 15, August 15, and November 15, with a maximum rate through May 2009 of 12.5%. Payment of interest may be deferred for up to 20 consecutive quarters; however, stockholder dividends cannot be paid during any extended interest payment period or at any time the debentures are in default.

97

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

10. Long-term Debt (continued)

Surplus Notes

          The Surplus Notes were assumed in ProAssurance’s acquisition of PIC Wisconsin and are unsecured obligations of PIC Wisconsin, subordinated and junior in the right of payment to the prior payment in full of all Senior Claims and Senior Indebtedness of PIC Wisconsin. The Surplus Notes are not guaranteed by ProAssurance, nor any of its subsidiaries, and are effectively subordinated to the indebtedness and other liabilities of ProAssurance and its other subsidiaries, including insurance policy-related liabilities. PIC Wisconsin may redeem some or all of the Surplus Notes for cash beginning in May 2009.

          Interest is payable quarterly at a fixed annual rate of 7.7% until May 2009. Thereafter the Surplus Notes bear interest at LIBOR + 3.85%. Each payment of interest and principal, including redemption, may be made only with the prior approval of the Office of the Commissioner of Insurance of the State of Wisconsin and only to the extent PIC Wisconsin has sufficient surplus to make such payment.

          The Surplus Notes were recorded at fair value on the acquisition date estimated in accordance with the purchase accounting requirement of SFAS 141. The discount recorded at the acquisition date totaled $420,000 and is being amortized over the remaining expected life of the debt (until May 2009, the first redemption date) using the effective interest method. Such amortization is included in the accompanying financial statements as an addition to interest expense.

Debt Guarantees

          ProAssurance has guaranteed that amounts paid to the PRA Trusts under the 2034 Subordinated Debentures will be remitted to the holders of the associated trust preferred securities. These guarantees, when taken together with the obligations of ProAssurance under the subordinated debentures, the Indentures pursuant to which those debentures were issued, and the related trust agreements (including obligations to pay related trust cost, fees, expenses, debt and other obligations for the Trusts other than with respect to the common and trust preferred securities of the Trusts), provide a full and unconditional guarantee of amounts due on the TPS.

Fair Value

          At December 31, 2007, the fair value of the Convertible Debentures is approximately 136% of face value of $107.6 million based on available independent market quotes. At December 31, 2007, the fair value of the Surplus Notes approximates 101% of their face value of $12.0 million based on available third party valuation information. The fair value of the 2034 Subordinated Debentures approximates the face value of the debentures.

98

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

11. Stockholders’ Equity

          At December 31, 2007 ProAssurance had 100 million authorized common shares and 50 million authorized preferred shares. The Board of Directors has the authority to determine the provisions for the issuance of the preferred shares, including the number of shares to be issued, the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of such shares. At December 31, 2007, the Board of Directors had not authorized the issuance of any preferred shares nor determined any provisions for the preferred shares.

          At December 31, 2007 approximately 1.5 million of ProAssurance’s authorized common shares are reserved by the Board of Directors of ProAssurance for award or issuance under incentive compensation plans as described in Note 12. Additionally, approximately 1.1 million common shares are reserved for the exercise of outstanding options and unvested performance shares, and 2.6 million common shares are reserved for issuance related to the Convertible Debentures.

          As discussed in Note 1, ProAssurance adopted FIN 48 on January 1, 2007. In accordance with the guidance provided by FIN 48, retained earnings increased as of January 1, 2007 by the $2.7 million cumulative effect of adoption.

          In April 2007, the Board of Directors of ProAssurance Corporation authorized $150 million to repurchase its common shares or debt securities. The authorization was effective immediately, but the timing and quantity of any purchases will depend upon market conditions and changes in ProAssurance’s capital requirements. Additionally, ProAssurance’s repurchase activity is subject to limitations that may be imposed on such purchases by applicable securities laws and regulations, and the rules of the New York Stock Exchange. During the year ended December 31, 2007 approximately $15.5 million of the authorization was utilized to redeem debt (see Note 10) and approximately $54.2 million was utilized to repurchase common shares. As of December 31, 2007 approximately $80.3 million of the authorization remains available for use.

          During 2007, ProAssurance repurchased approximately 1.0 million common shares, all of which are being held as treasury shares. Treasury shares are reported at cost, and are reflected on the balance sheet as an unallocated reduction of total equity.

          Accumulated other comprehensive income is comprised entirely of unrealized gains and losses from available-for sale securities, net of tax. For all periods presented, other comprehensive income is comprised of unrealized gains and losses (net of tax) arising during the period related to available-for-sale securities less reclassification adjustments for gains (losses) from available-for-sale securities recognized in current period net income.

          Reclassification adjustments related to continuing operations for the years ended December 31, 2007, 2006 and 2005 are as follows (in thousands):

	2007			2006			2005
Gains (losses) included in the calculation of income from continuing operations	$	(5,940	)	$	(1,320	)	$	806
Tax effect (at 35%)		2,079			462			(282	)
Net amount reclassified from other comprehensive income	$	(3,861	)	$	(858	)	$	524

     Reclassification adjustments related to discontinued operations for the years ended December 31, 2006 and 2005 are as follows (in thousands):

	2006			2005
Gains (losses) included in the calculation of income from discontinued operations	$	(574	)	$	498
Tax effect (at 35%)		201			(174	)
Net amount reclassified from other comprehensive income	$	(373	)	$	324

99

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

12. Stock Options and Share-Based Payments

          ProAssurance recognized, in continuing operations, share-based compensation cost of approximately $8.3 million and $4.7 million and a related tax benefit of approximately $2.8 million and $1.5 million during the years ended December 31, 2007 and 2006, respectively; share-based compensation costs are primarily classified as underwriting, acquisition and insurance expenses. In 2006 ProAssurance also recognized, as a component of the gain on the sale of the MEEMIC companies, share-based compensation expense of approximately $642,000 and a related tax benefit of approximately $225,000 related to the accelerated vesting of options held by MEEMIC employees.

          ProAssurance provides performance-based stock compensation to employees under the ProAssurance 2004 Equity Incentive Plan and the ProAssurance Corporation Incentive Compensation Stock Plan (the Plans). The Compensation Committee of the Board of Directors is responsible for the administration of the Plans.

          Options granted under the Plans since 2002 generally vest at a rate of 20% annually beginning six months after the grant date. Options granted prior to 2002 were fully vested at the grant date. Options are generally granted with an exercise price equal to the market price of ProAssurance’s common shares on the date of grant, and have an original term of ten years. ProAssurance issues new shares for options exercised. In 2007, ProAssurance granted 100,000 options to its new CEO, with the same terms as those of other options granted under the plan, except that the options vested on the date of grant.

          The weighted average fair values of options granted during 2007, 2006 and 2005 and the assumptions (on a weighted-average basis) used to estimate those fair values as of the date of grant using the Black-Scholes option pricing model are shown in the following table.

	2007			2006			2005
Weighted average fair value	$	16.41		$	18.37		$	16.52
Assumptions:
Risk-free interest rate		4.6	%		4.7	%		4.3	%
Expected volatility		0.22			0.25			0.33
Dividend yield		0	%		0	%		0	%
Expected average term (in years)		5			6			6

          Because ProAssurance has limited historical data regarding exercise behavior of its employees, the expected term of 2007 and 2006 option grants (awarded after adoption of SFAS 123(R)) was estimated using the methodology provided for in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin 107, which is the mid-point between the vesting date and the end of the contractual term of the option. The expected term of 2005 option grants (awarded prior to adoption of SFAS 123R)) was estimated by Management after consideration of publicly available statistics regarding option behavior. The risk-free interest rate assumptions were based upon a U.S. Treasury instrument with a term that is similar to the expected term of the option grant. The volatility assumptions were based on the historical volatility of ProAssurance’s stock price for the most recent period (as of the grant date) equal to the shorter of either the expected term of the option or the period since June 27, 2001, when ProAssurance was formed. Dividend yields were assumed to be zero since ProAssurance has historically not paid dividends.

100

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

12. Stock Options and Share-Based Payments (continued)

          The following table provides information regarding ProAssurance’s outstanding options:

				Weighted		Aggregate
				Average		Intrinsic			Weighted
				Exercise		Value			Average Remaining
	Options			Price		(in thousands) (1)			Contractual Term
Outstanding at December 31, 2006		982,303		$	32.81
Granted under incentive plans		268,173		$	53.72		—	(2)
Exercised		(273,943	)	$	25.81	$	7,976
Forfeited		(3,378	)	$	29.79	$	86
Outstanding at December 31, 2007		973,155		$	40.55	$	13,984		7.3 years
Exercisable at December 31, 2007		604,977		$	37.02	$	10,829		7.1 years
Outstanding, vested or expected to vest at December 31, 2007		959,049		$	40.46	$	13,868		7.3 years

(1)	Intrinsic value is the difference in the market value of a ProAssurance common share at a given point in time and the option exercise price
(2)	As of the date of grant; all options were granted with an exercise price equal to the current market value of the ProAssurance common share

          At December 31, 2007, unrecognized compensation cost related to non-vested options granted under ProAssurance’s stock compensation plans approximated $2.9 million. That cost is expected to be recognized over a weighted average period of 1.8 years.

          The fair value of options vested during the years ended December 31, 2007, 2006 and 2005 is $17.0 million, $15.3 million and $11.1 million, respectively. The intrinsic value of options exercised during 2006 and 2005 is $7.9 million and $5.0 million, respectively.

          Cash proceeds from options exercised during the years ended December 31, 2007, 2006, and 2005, respectively, totaled $128,000, $210,000, and $3.6 million.

          ProAssurance also granted Performance Shares awards to employees in 2007 and 2006 under the ProAssurance 2004 Equity Incentive Plan. The awards were issued to two groups of employees: PRA executive officers and other managers. The Performance Shares vest at the end of a three year service period if one of two Performance Measures is attained. For both groups one Performance Measure is achievement of a specified financial goal; the other Performance Measure requires achievement of a specified peer group ranking. The number of Performance Shares that vest if performance criteria are met can vary (from 75% to 125% of the target award) depending upon the degree to which Performance Measures are attained. The fair value of each Performance Share was estimated as the market value of ProAssurance’s common shares on the respective date of grant. The following table provides information regarding ProAssurance’s Performance Shares:

	Performance Shares
	2007		2006
100% vesting date		12/31/2009		12/31/2008
Shares awarded (target)		58,000		72,000
Grant date fair value	$	51.48	$	51.38

          At December 31, 2007, based on current achievement of the Performance Measures, it is estimated that approximately 150,000 Performance Shares, having an estimated grant date fair value of approximately $7.7 million, will ultimately vest. At December 31, 2007 the unrecognized compensation cost related to Performance Shares is estimated as $4.0 million and is expected to be recognized over a weighted average period of 1.6 years. Performance Shares having a grant date fair value of approximately $231,000 at the target level were forfeited in 2007; none were forfeited in 2006.

101

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

12. Stock Options and Share-Based Payments (continued)

          Prior to the adoption of SFAS 123(R) ProAssurance applied the intrinsic-value provisions set forth in APB 25 as permitted by SFAS 123. Accordingly, no compensation expense was recognized for option grants prior to 2006 since the exercise price of options granted equaled the fair value of ProAssurance’s common shares on the date of grant. Share-based compensation expense recorded in accordance with SFAS 123(R) decreased earnings for the year ended December 31, 2006 as follows (in thousands, except per share data):

	2006
Income from continuing operations, before tax	$	4,669
Income from continuing operations, after tax	$	3,184
Income from discontinued operations	$	417
Net income	$	3,601
Income per share from continuing operations:
Basic	$	0.10
Diluted	$	0.09
Net Income:
Basic	$	0.11
Diluted	$	0.10

          SFAS 123(R) increased 2006 cash flow from financing activities by $1.2 million and decreased cash flow from operations by the same amount.

          No restatement of prior periods is required when SFAS 123(R) is adopted using the modified prospective transition method. SFAS 123(R) does, however, require disclosure of the effect that applying the fair value recognition provisions of SFAS 123 would have had on prior periods. The following table provides the required disclosure (in thousands, except per share data):

	2005
Income from continuing operations, as reported	$	80,026
Add: Share-based employee compensation expense included in reported net income, net of related income taxes		84
Less: Share-based employee compensation expense determined under fair value based method of all awards, net of related income taxes		(1,808	)
Pro forma income from continuing operations	$	78,302
Earnings per share, continuing operations:
Basic-as reported	$	2.66
Basic-pro forma	$	2.61
Diluted-as reported	$	2.52
Diluted-pro forma	$	2.47

102

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

13. Earnings Per Share

          The following table provides detailed information regarding the calculation of basic and diluted earnings per share for each period presented:

	2007		2006		2005
	In thousands except per share data
Basic earnings per share calculation:
Numerator:
Income from continuing operations, net of tax	$	168,186	$	126,984	$	80,026
Income from discontinued operations, net of tax		—		109,441		33,431
Net income	$	168,186	$	236,425	$	113,457
Denominator:
Weighted average number of common shares outstanding		32,960		32,044		30,049
Basic earnings per share:
Income from continuing operations	$	5.10	$	3.96	$	2.66
Income from discontinued operations		—		3.42		1.11
Net income	$	5.10	$	7.38	$	3.77
Diluted earnings per share calculation:
Numerator:
Income from continuing operations, net of tax	$	168,186	$	126,984	$	80,026
Effect of assumed conversion of contingently convertible debt instruments		2,967		2,967		2,967
Income from continuing operations-diluted computation		171,153		129,951		82,993
Income from discontinued operations, net of tax		—		109,441		33,431
Net income-diluted computation	$	171,153	$	239,392	$	116,424
Denominator:
Weighted average number of common shares outstanding		32,960		32,044		30,049
Assumed conversion of dilutive stock options/issuance of performance shares		291		309		287
Assumed conversion of contingently convertible debt instruments		2,572		2,572		2,572
Diluted weighted average equivalent shares equivalent shares		35,823		34,925		32,908
Diluted earnings per share:
Income from continuing operations	$	4.78	$	3.72	$	2.52
Income from discontinued operations		—		3.13		1.02
Net income	$	4.78	$	6.85	$	3.54

          In accordance with SFAS 128 “Earnings per Share", the diluted weighted average number of shares outstanding includes an incremental adjustment for the assumed exercise of dilutive stock options. The adjustment is computed quarterly; the annual incremental adjustment is the average of the quarterly adjustments. Stock options are considered dilutive stock options if the assumed conversion of the options, using the treasury stock method as specified by SFAS 128, produces an increased number of shares. The average number of ProAssurance’s outstanding options that were not considered to be dilutive approximated 211,000 during 2007, 180,000 during 2006 and 158,000 during 2005.

103

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

14. Benefit Plans

          ProAssurance currently maintains a defined contribution savings and retirement plan that is intended to provide retirement income to eligible employees. ProAssurance also maintains a non-qualified deferred compensation plan which allows participating management employees to defer a portion of their current salary. ProAssurance’s contribution to the savings and retirement plan was $3.3 million, $3.2 million and $2.3 million during the years ended December 31, 2007, 2006 and 2005, respectively. ProAssurance’s contribution to the deferred compensation plan was approximately $125,000 during each of the years ended December 31, 2007 and 2006; there was no contribution in 2005. ProAssurance’s liability related to the deferred compensation plan consists primarily of employee salary deferrals and approximated $3.1 million at December 31, 2007 and $1.8 million at December 31, 2006.

          When acquired, both PIC Wisconsin and NCRIC maintained defined contribution retirement benefit plans which were assumed by ProAssurance. On January 1, 2006 the NCRIC plan was merged into ProAssurance’s existing plan. The PIC Wisconsin plan was similarly merged on January 1, 2007. ProAssurance incurred expense of approximately $205,000 in 2006 related to the PIC Wisconsin plan and expense of approximately $72,000 in 2005 related to the NCRIC plan.

15. Statutory Accounting and Dividend Restrictions

          ProAssurance’s insurance subsidiaries are required to file statutory financial statements with state insurance regulatory authorities. GAAP differs from statutory accounting practices prescribed or permitted by regulatory authorities. Differences between financial statement net income and statutory net income are principally due to: (a) policy acquisition and certain software and equipment costs which are deferred under GAAP but expensed for statutory purposes (b) certain deferred income taxes which are recorded under GAAP but not for statutory purposes and (c) for 2006, the recognition of statutory income from the sale of the MEEMIC companies which exceeded the gain recorded for GAAP purposes.

          The NAIC specifies risk-based capital requirements for property and casualty insurance providers. At December 31, 2007 statutory capital for each insurance subsidiary was sufficient to satisfy regulatory requirements. Net earnings and surplus of ProAssurance’s insurance subsidiaries on a statutory basis are shown in the following table. For all years the table excludes MEEMIC Insurance Company sold in early 2006 (see Note 3); however, the table does include statutory income of approximately $282 million related to the sale of the MEEMIC companies. The table includes the statutory earnings of PIC Wisconsin and NCRIC in the year of acquisition and thereafter (see Note 2). The net earnings so included are the earnings for the statutory annual period. Consolidated net income, on a GAAP basis, includes the earnings of PIC Wisconsin and NCRIC only for the periods following acquisition: August 2006 for PIC Wisconsin and August 2005 for NCRIC.

Net Earnings					Surplus
2007	2006		2005		2007	2006
In millions
$171	$	400	$	69	$1,001	$	839

          ProAssurance’s insurance subsidiaries are permitted to pay dividends of approximately $162 million during the next year without prior approval. However, the payment of any dividend requires prior notice to the insurance regulator in the state of domicile and the regulator may prevent the dividend if, in its judgment, payment of the dividend would have an adverse effect on the surplus of the insurance subsidiary.

104

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

16. Variable Interest Entities

          ProAssurance holds passive interests in seven limited partnerships/limited liability companies that are considered to be VIEs under FIN 46(R) guidance. ProAssurance is not the primary beneficiary relative to these entities and is not required to consolidate the entities under FIN 46(R). The entities are all non-public investment pools formed for the purpose of achieving diversified equity and debt returns. ProAssurance’s maximum loss exposure relative to these investments is limited to the carrying value of ProAssurance’s investment in the entity. The interests were acquired at various times since January 1, 2001.

          ProAssurance’s investment in four of the entities represents an ownership interest of less than 7%. These interests are accounted for on the cost basis because ProAssurance has virtually no influence over the entity. These investments are included in Other Investments and total $34.0 million at December 31, 2007 and $35.1 million at December 31, 2006.

          ProAssurance’s investment in three of the entities represents an ownership interest of between 9% and 32%. These investments are accounted for using the equity method of accounting because ProAssurance has a greater than minor interest in the entity. ProAssurance’s investment in these three entities totals $26.8 million at December 31, 2007 and is included in Investment in Unconsolidated Subsidiaries.

          ProAssurance also holds a direct and beneficial interest in certain high-yield asset backed bonds contributed to an investment fund created for the purpose of managing such investments. The Company’s direct beneficial interest in the securities contributed to the fund qualifies as a silo under FIN 46(R). ProAssurance is considered the primary beneficiary of this silo, and therefore has consolidated its interest in these securities. The securities are included in Other Investments at fair value ($16.2 million at December 31, 2007). See Note 4.

          ProAssurance also holds all the voting securities issued by certain trusts (the Trusts) as discussed in Note 10 and such trusts are considered to be VIEs. The Trusts are not consolidated because ProAssurance is not the primary beneficiary of these trusts. The 2034 Subordinated Debentures are reported in the accompanying Consolidated Balance Sheet as a component of long-term debt. ProAssurance’s equity investments in the Trusts total $1.4 million and are included in Other Assets.

105

ProAssurance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007

17. Quarterly Results of Operations (unaudited)

          The following is a summary of unaudited quarterly results of operations for 2007 and 2006:

	2007
	1st		2nd		3rd		4th
	In thousands except per share data
Net premiums earned(1)	$	137,177	$	132,663	$	135,508	$	128,165
Net losses and loss adjustment expenses(1)		99,047		98,793		88,108		65,049
Income from continuing operations(2)		36,090		37,621		43,112		51,363
Net income		36,090		37,621		43,112		51,363
Basic earnings per share:
Income from continuing operations		1.08		1.13		1.32		1.58
Net income		1.08		1.13		1.32		1.58
Diluted earnings per share:
Income from continuing operations		1.02		1.06		1.23		1.47
Net income		1.02		1.06		1.23		1.47

	2006
	1st		2nd		3rd		4th
	In thousands except per share data
Net premiums earned(1)	$	142,430	$	137,420	$	149,444	$	153,772
Net losses and loss adjustment expenses(1)		111,132		103,110		114,037		115,050
Income from continuing operations(2)		27,835		29,991		33,368		35,790
Income from discontinued operations(2)		109,441		—		—		—
Net income		137,276		29,991		33,368		35,790
Basic earnings per share:
Income from continuing operations		0.89		0.96		1.03		1.08
Income from discontinued operations		3.51		—		—		—
Net income		4.40		0.96		1.03		1.08
Diluted earnings per share:
Income from continuing operations		0.84		0.90		0.96		1.01
Income from discontinued operations		3.21		—		—		—
Net income		4.05		0.90		0.96		1.01

Quarterly and year-to-date computations of per share amounts are made independently; therefore, the sum of per share amounts for the quarters may not equal per share amounts for the year. In 2006, the difference in the sum of the quarterly per share amounts for discontinued operations and net income also differ from the annual computation of these amounts due to the shares issued in the acquisition of PIC Wisconsin in the third quarter of 2006.

(1)	From continuing operations
(2)	Net of tax

106

ProAssurance Corporation and Subsidiaries
Schedule I – Summary of Investments – Other Than Investments in Related Parties
December 31, 2007

					Amount
	Cost				Which is
	or				Presented
	Amortized		Fair		in the
Type of Investment	Cost		Value		Balance Sheet
	In thousands
Fixed Maturities
Bonds:
U.S. Government or government agencies and authorities	$	837,778	$	847,874	$	847,874
States, municipalities and political subdivisions		1,183,990		1,195,733		1,195,733
Foreign governments		997		990		990
Public utilities		144,420		145,763		145,763
All other corporate bonds		1,043,958		1,040,860		1,040,860
Certificates of deposit		270		270		270
Redeemable preferred stock		14,727		13,103		13,103
Total Fixed Maturities		3,226,140		3,244,593		3,244,593
Equity Securities, available-for-sale
Common Stocks:
Banks, trusts and insurance companies		922		1,336		1,336
Industrial, miscellaneous and all other		3,772		5,980		5,980
Non redeemable preferred stocks		291		281		281
Total Equity Securities, available-for-sale		4,985		7,597		7,597
Equity Securities, trading
Common Stocks:
Public utilities		446		551		551
Banks, trusts and insurance companies		2,886		2,594		2,594
Industrial, miscellaneous and all other		9,812		11,028		11,028
Total Equity Securities, trading		13,144		14,173		14,173
Other long-term investments(1)		142,830		150,254		143,215
Short-term investments		220,029		220,029		220,029
Total Investments	$	3,607,128	$	3,636,646	$	3,629,607

⁽¹⁾ Other investments include investments reported at cost and investments reported at fair value. Thus, the balance sheet amount is greater than the “cost” column but less than the “fair value” column.

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ProAssurance Corporation and Subsidiaries
Schedule II – Condensed Financial Information of Registrant

ProAssurance Corporation – Registrant Only
Condensed Balance Sheets

	December 31
	2007		2006
	In thousands
Assets
Investment in subsidiaries, at equity	$	1,250,690	$	1,041,230
Fixed maturities available for sale, at fair value		62,493		204,562
Equity securities available for sale, at fair value		281		—
Equity securities, trading, at fair value		5,203		—
Short-term investments		71,181		25,953
Cash and cash equivalents		3,680		366
Due from subsidiaries		18,848		—
Other assets		10,312		10,603
	$	1,422,688	$	1,282,714
Liabilities and Stockholders’ Equity
Liabilities:
Payable to subsidiaries	$	—	$	4,369
Other liabilities		15,250		7,726
Long-term debt		152,368		152,072
		167,618		164,167
Stockholders’ Equity:
Common stock		336		334
Other stockholders’ equity, including unrealized gains (losses) on securities of subsidiaries		1,254,734		1,118,213
Total stockholders’ equity		1,255,070		1,118,547
	$	1,422,688	$	1,282,714

ProAssurance Corporation – Registrant Only
Condensed Statements of Income

	Year Ended December 31
	2007			2006			2005
	In thousands
Revenues:
Investment income including net realized investment gains (losses) of $(405), ($1,450) and $63, respectively	$	8,281		$	6,407		$	2,407
Other Income		131			174			62
		8,412			6,581			2,469
Expenses:
Interest expense		9,204			9,063			8,416
Other expenses		4,269			3,538			3,923
		13,473			12,601			12,339
Income (loss) before income tax expense (benefit) and equity in net income of subsidiaries		(5,061	)		(6,020	)		(9,870	)
Income tax expense (benefit)		(2,911	)		(2,632	)		(3,491	)
Income (loss) before equity in net income of subsidiaries		(2,150	)		(3,388	)		(6,379	)
Equity in net income of subsidiaries		170,336			239,813			119,836
Net income	$	168,186		$	236,425		$	113,457

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ProAssurance Corporation and Subsidiaries
Schedule II – Condensed Financial Information of Registrant (continued)

ProAssurance Corporation – Registrant Only
Condensed Statements of Cash Flow

	Year Ended December 31
	2007			2006			2005
	In thousands
Cash provided (used) by operating activities	$	(21,175	)	$	2,529		$	(4,858	)
Investing activities
Purchases of:
Fixed maturities, available for sale	(270,449		)		(416,691	)		(45,734	)
Equity securities, available for sale	(291		)		—			—
Proceeds from sale of fixed maturities, available for sale	441,996				252,360			60,162
Net decrease (increase) in short-term investments	(45,228		)		(15,217	)		(8,059	)
Dividends from subsidiaries	7,000				200,000			3,000
Contribution of capital to subsidiaries	(41,202		)		(30,410	)		(5,937	)
Other	3,731				(2,794	)		(3,517	)
	65,557				(12,752	)		(85	)
Financing activities
Repurchase of treasury stock	(54,201		)		—			—
Subsidiary payments for common shares and share-based compensation awarded to subsidiary employees	11,175				7,702			1,990
Other	1,958				1,453			3,644
	(41,068		)		9,155			5,634
Increase (decrease) in cash and cash equivalents		3,314			(1,068	)		691
Cash and cash equivalents, beginning of period		366			1,434			743
Cash and cash equivalents, end of period	$	3,680		$	366		$	1,434

Notes to Condensed Financial Statements of Registrant

1. Basis of Presentation

          The registrant-only financial statements should be read in conjunction with ProAssurance Corporation’s (PRA Holding) consolidated financial statements. At December 31, 2007, 2006 and 2005 PRA Holding’s investment in subsidiaries is stated at the initial consolidation value plus equity in the undistributed earnings of subsidiaries since the date of acquisition.

Acquisitions/Dispositions

          In August 2006 PRA Holding purchased Physicians Insurance Company of Wisconsin, Inc. The acquisition is described in Note 2 to the Consolidated Financial Statements. In January 2006 PRA Holding sold its indirect subsidiaries, MEEMIC Insurance Company and MEEMIC Insurance Services, as described in Note 3 to the Consolidated Financial Statements. The proceeds from the sale of $400 million were paid to an indirect subsidiary of PRA Holding.

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ProAssurance Corporation and Subsidiaries
Schedule II – Condensed Financial Information of Registrant (continued)

Notes to Condensed Financial Statements of Registrant (continued)

2. Long-term Debt

          Outstanding long-term debt, as of December 31, 2007 and December 31, 2006, consisted of the following:

		2007		2006
		$ In thousands
Convertible Debentures due June 2023 (the Convertible Debentures), unsecured, principal of $107.6 million bearing a fixed interest rate of 3.9%, net of unamortized discounts of $1.6 million and $1.9 million at December 31, 2007 and 2006, respectively.		$	105,973	$	105,677
Trust Preferred Subordinated Debentures (the 2034 Subordinated Debentures), unsecured, bearing interest at a floating rate, adjustable quarterly.
Due	12/31/2007 Rate
April 2034	8.7%		13,403		13,403
May 2034	8.7%		32,992		32,992
		$	152,368	$	152,072

          See Note 10 of the Notes to the Consolidated Financial Statements of PRA Holding and its subsidiaries included herein for a detailed description of the terms of the long-term debt.

3. Related Party Transactions

          PRA Holding received dividends from its subsidiaries of $7.0 million, $200.0 million and $3.0 million during the years ended December 31, 2007, 2006 and 2005. PRA Holding contributed capital to its subsidiaries of $41.2 million, $30.4 million and $5.9 million during the years ended December 31, 2007, 2006 and 2005.

4. Income Taxes

          Under terms of PRA Holding’s tax sharing agreement with its subsidiaries, income tax provisions for individual companies are allocated on a separate company basis.

5. Cash Flow

          In 2007, 2006 and 2005, ProAssurance received reimbursement from its subsidiaries related to share based compensation that was paid or is to be paid in future periods to employees of the subsidiaries. These reimbursements are more properly classified as financing activities in the statement of cash flows. In 2006 and 2005, these reimbursements ($7.7 million and $2.0 million, respectively) were classified as a component of cash flow from operations. To conform to the current year presentation, these amounts have been reclassified from (reducing) cash flow operations to (increasing) cash flow from financing activities.

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ProAssurance Corporation and Subsidiaries
Schedule III–Supplementary Insurance Information
Years Ended December 31, 2007, 2006, and 2005

	Continuing Operations
	2007			2006			2005
	In thousands
Deferred policy acquisition costs	$	22,120		$	23,763		$	22,256
Reserve for losses and loss adjustment expenses		2,559,707			2,607,148			2,224,436
Unearned premiums		218,028			253,773			264,258
Net premiums earned		533,513			583,067			543,241
Net investment income		171,308			147,450			98,293
Losses and loss adjustment expenses incurred related to current year, net of reinsurance		455,982			479,621			461,182
Losses and loss adjustment expenses incurred related to prior year, net of reinsurance		(104,985	)		(36,292	)		(22,981	)
Paid losses and loss adjustment expenses net of reinsurance		(354,786	)		(274,933	)		(226,112	)
Underwriting, acquisition and insurance expenses:
Amortization of deferred policy acquisition costs		52,855			56,944			53,967
Other underwriting, acquisition and insurance expenses		53,896			49,425			37,990
Net premiums written		506,397			543,376			521,343

Note: all amounts above are derived entirely from consolidated property and casualty entities.

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ProAssurance Corporation and Subsidiaries
Schedule IV–Reinsurance
Years Ended December 31, 2007, 2006, and 2005

	Continuing Operations
	2007			2006			2005
	In thousands
Property and Liability(1)
Premiums earned	$	585,267		$	627,148		$	596,289
Premiums ceded		(51,797	)		(44,099	)		(53,316	)
Premiums assumed		43			18			268
Net premiums earned	$	533,513		$	583,067		$	543,241
Percentage of amount assumed to net		0.01	%		0.00	%		0.05	%

⁽¹⁾ All of ProAssurance’s premiums are related to property and liability coverages.

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EXHIBIT INDEX

Exhibit
Number	Description
2	Schedules to the following documents are omitted; the contents of the schedules are generally described in the documents; and ProAssurance will upon request furnish to the Commission supplementally a copy of any omitted schedule.
2.1	Agreement and Plan of Merger among ProAssurance, NCRIC Group, Inc. and NCP Merger Corporation, dated February 28, 2005, as amended (1)
2.2	Stock Purchase Agreement dated November 7, 2005, among Motors Insurance Corporation, MEEMIC Insurance Company, MEEMIC Insurance Services Corporation, MEEMIC Holdings, Inc. and ProAssurance Corporation (2)
2.3	Agreement and Plan of Merger, dated as of December 8, 2005, between ProAssurance and PIC Wisconsin, as amended February 14, 2006 (3)
3.1(a)	Certificate of Incorporation of ProAssurance (4)
3.1(b)	Certificate of Amendment to Certificate of Incorporation of ProAssurance (5)
3.2	First Restatement of the Bylaws of ProAssurance (6)
4	ProAssurance will file with the Commission upon request pursuant to the requirements of Item 601 (b)(4) of Regulation S-K documents defining rights of holders of ProAssurance’s long-term indebtedness.
10.1(a)	Medical Assurance, Inc. Incentive Compensation Stock Plan (formerly known as the Mutual Assurance, Inc. 1995 Stock Award Plan) (7)
10.1(b)	Amendment and Assumption Agreement by and between ProAssurance and Medical Assurance, Inc. (5)
10.1(c)	Amendment and Assumption Agreement by and between Mutual Assurance, Inc. and MAIC Holdings, Inc. dated April 8, 1996 (8)
10.2	Professionals Insurance Company Management Group 1996 Long Term Incentive Plan (9)
10.3(a)	ProAssurance Corporation 2004 Equity Incentive Plan (10)
10.3(b)	First amendment to 2004 Equity Incentive Plan (15)

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10.4	Form of Release and Severance Compensation Agreement dated as of January 1, 2008 between ProAssurance and each of the following named executive officers:
	Edward L. Rand, Jr.
	Howard H. Friedman
	Jeffrey P. Lisenby
	Darryl K. Thomas
	Frank B. O’Neil
10.5	Release and Severance Compensation Agreement between ProAssurance and Victor T. Adamo effective as of January 1, 2008,
10.6(a)	Employment Agreement between ProAssurance and W. Stancil Starnes dated as of May 1, 2007 (12)
10.6(b)	Amendment to Employment Agreement (May 1, 2007) with W. Stancil Starnes effective as of January 1, 2008
10.7	Employment Agreement between ProAssurance and A. Derrill Crowe effective as of July 1, 2007 (13)
10.8	Employment Agreement between ProAssurance and Paul R. Butrus effective as of January 1, 2008
10.9	Consulting Agreement between ProAssurance and William J. Listwan (11)
10.10	Form of Indemnification Agreement between ProAssurance and each of the following named executive officers and directors of ProAssurance: (14)
	Victor T. Adamo
	Lucian F. Bloodworth
	Paul R. Butrus
	A. Derrill Crowe
	Robert E. Flowers
	Howard H. Friedman
	Jeffrey P. Lisenby
	William J. Listwan
	John J. McMahon
	James J. Morello
	Drayton Nabers
	John P. North, Jr.
	Frank B. O’Neil
	Ann F. Putallaz
	Edward L. Rand, Jr.
	W. Stancil Starnes
	Darryl K. Thomas
	William H. Woodhams
	Wilfred W. Yeargan, Jr.
10.11	ProAssurance Group Employee Benefit Plan which includes the Executive Supplemental Life Insurance Program (Article VIII) (6)

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10.12	Amendment and Restatement of the Executive Non-Qualified Excess Plan and Trust effective January 1, 2008
10.13	Amendment and Restatement of Director Deferred Compensation Plan effective January 1, 2008
21.1	Subsidiaries of ProAssurance Corporation
23.1	Consent of Ernst & Young LLP
31.1	Certification of Principal Executive Officer of ProAssurance as required under SEC Rule 13a-14(a)
31.2	Certification of Principal Financial Officer of ProAssurance as required under SEC Rule 13a-14(a)
32.1	Certification of Principal Executive Officer of ProAssurance as required under SEC Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as amended (18 U.S.C. 1350)
32.2	Certification of Principal Financial Officer of ProAssurance as required under SEC Rule 13a-14(b) and 18 U.S.C. 1350

115

Footnotes

(1)	Filed as an Exhibit to ProAssurance’s Registration Statement on Form S-4 (File No. 333-124156) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(2)	Filed as an Exhibit to ProAssurance’s Current Report on Form 8-K for event occurring November 4, 2005 (File No. 001-16533) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(3)	Filed as an Exhibit to ProAssurance’s Registration Statement on Form S-4 (File No. 333-131874) and incorporated by reference pursuant to SEC Rule 12b-32.
(4)	Filed as an Exhibit to ProAssurance’s Registration Statement on Form S-4 (File No. 333-49378) and incorporated herein by reference pursuant to Rule 12b-32 of the Securities and Exchange Commission (SEC).
(5)	Filed as an Exhibit to ProAssurance’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 001-16533) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(6)	Filed as an Exhibit to ProAssurance’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-16533) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(7)	Filed as an Exhibit to MAIC Holding’s Registration Statement on Form S-4 (File No. 33-91508) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(8)	Filed as an Exhibit to MAIC Holding’s Proxy Statement for the 1996 Annual Meeting (File No. 0-19439) is incorporated herein by reference pursuant to SEC Rule 12b-32.
(9)	Filed as an Exhibit to Professionals Group’s Registration Statement on Form S-4 (File No. 333-3138) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(10)	Filed as an Exhibit to ProAssurance’s Definitive Proxy Statement (File No. 001-165333) on April 16, 2004 and incorporated herein by reference pursuant to SEC Rule 12b-32.
(11)	Filed as an Exhibit to ProAssurance’s Current Report on Form 8-K for event occurring on September 13, 2006 (File No. 001-16533) and incorporated herein by reference pursuant to SEC Rule 12b-32.

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(12)	Filed as an Exhibit to ProAssurance’s Current Report on Form 8-K for the event occurring May 13, 2007 (File No. 001-16533) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(13)	Filed as an Exhibit to ProAssurance’s Current Report on Form 8-K for event occurring on November 5, 2007 (File No. 001-16533) and incorporated herein by reference pursuant to SEC Rule 12b-32.
(14)	Filed as an Exhibit to ProAssurance’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-16533) and incorporated herein by this reference pursuant to SEC Rule 12b-32.
(15)	Filed as an Exhibit to ProAssurance’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 001-16533) and incorporated herein by this reference pursuant to SEC Rule 12b-32.

117

EX-10.4

Exhibit 10.4

Execution Copy
January 1, 2008

RELEASE AND SEVERANCE COMPENSATION AGREEMENT

          THIS RELEASE AND SEVERANCE COMPENSATION AGREEMENT (the “Agreement”) is made and entered into effective January 1, 2008 (the “Effective Date”) between and among ProAssurance Group Services Corporation, an Alabama corporation, and ProAssurance Corporation, a Delaware corporation (“ProAssurance”), and                                         , an individual (the “Executive”). ProAssurance and its direct and indirect subsidiaries are hereinafter collectively referred to as the “Companies.”

RECITALS:

          The Executive currently provides services to the Companies as an at will employee of ProAssurance Group Services Corporation which is a wholly owned subsidiary of ProAssurance. Executive is currently employed at the Companies’ offices in Jefferson County, Alabama, which is Executive’s primary location of employment on date of this Agreement. ProAssurance has offered to expand protection to the Executive in the form of severance benefits payable on termination of employment under certain circumstances in consideration of Executive’s agreement to continue his [her] employment with the Companies. ProAssurance and Executive have entered into this Agreement to evidence the terms and conditions for payment of severance benefits upon termination of Executive’s employment with the Companies.

AGREEMENT

          NOW, THEREFORE, These Premises Considered, and in consideration of the mutual covenants and promises in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

          (a) “Annual Base Salary” of the Executive shall be defined as the Executive’s base rate of compensation in effect as of the Date of Termination (herein defined), but in no event less than the greater of: (A) the Executive’s base rate of compensation in effect as of the date of the Agreement; or (B) the Executive’s base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination

          (b) “Beneficial Ownership” is used as such term is used within the meaning of Rule 13d-3 promulgated under the Exchange Act.

          (c) “Board” means the Board of Directors of ProAssurance either acting as a full Board or through its Compensation Committee.

          (d) “Cause” means: (i) the Executive has been convicted in a federal or state court of a crime classified as a felony; (ii) action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of the Companies which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Executive’s office, and (B) such action or inaction has adversely affected or is likely to adversely affect the business of the Companies, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of Executive to the detriment of the Companies; or (iii) Executive has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, Executive’s job duties and the failure was not cured within 45 days after written notice from ProAssurance.

          (e) “Code” means the Internal Revenue Code of 1986, as amended

          (f) “Change of Control” shall mean the occurrence of any one of the following events during the term of this Agreement:

               (i) an acquisition of the voting securities of ProAssurance by any Person, immediately after which such Person has Beneficial Ownership of more than 50.1% of the combined voting power of ProAssurance’s then outstanding voting securities;

               (ii) a merger, consolidation or reorganization involving ProAssurance in which an entity other than ProAssurance is the surviving entity or in which ProAssurance is the surviving entity and the stockholders of ProAssurance immediately preceding such transaction will own less than 50.1% of the outstanding voting securities of the surviving entity; or

               (iii) the sale or other disposition of substantially all of the assets of ProAssurance (as defined in the regulations under Section 409A of the Code) and ProAssurance ceases to function on a going forward basis as an insurance holding company system that provides medical professional liability insurance.

               In no event shall a Change of Control be deemed to have occurred, with respect to Executive, if the Executive is part of a purchasing group which consummates a Change of Control Transaction. The Executive shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for ownership of less than 5% of the stock of the purchasing company).

          (g) “Change of Control Transaction” means any of the transactions as described in subparagraphs (i), (ii) and (iii) of Section 1(f) hereof.

          (h) “Disability” means a serious injury or illness that requires Executive to be under regular care of a licenses medical physician and renders the Executive incapable of performing the essential function of the Executive’s position for twelve (12) consecutive months as determined by the Board in good faith and upon receipt of and in reliance on competent medical advice from one or more individuals selected by the Board, who are qualified to give professional medical advice. Executive will submit to such medical or psychiatric examinations

2

and tests as such medical professional deems necessary to make any determination of Executive’s Disability and consent to such medical professional sharing the results of such examination with a representative of the Board.

          (i) “Date of Termination” means (i) if Executive’s employment is terminated by Executive for any reason other than death or Disability, the Date of Termination shall be the last day of employment of Executive; (ii) if Executive’s employment is terminated by reason of death of the Executive, the date of death shall be the Date of Termination; (iii) if the Executive’s employment is terminated by reason of Disability, the Date of Termination shall be the date of determination of Disability by the Board; or (iv) if Executive’s employment is terminated by ProAssurance for any reason, the Date of Termination shall be the last day of employment of Executive unless otherwise provided in Section 6 hereof.

          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (k) “Good Reason” shall constitute any of the following circumstances if they occur without the Executive’s express written consent during the term of this Agreement: (i) a material diminution in the Executive’s authority, duties or responsibilities such that Executive no longer holds a position with executive level responsibilities consistent with the Executive’s training and experience; (ii) the Companies require a material change in the Executive’s primary location of employment of more than 100 miles from the location of the Executive’s primary location of employment on date of this Agreement; (iii) the Companies materially reduce the Executive’s incentive compensation opportunities and employee benefits to a level that is less than is provided to other executives of comparable rank with the Companies; (iv) a material breach by the Companies of any provision of this Agreement; (v) a material reduction by the Companies in the Executive’s Annual Base Salary (herein defined); or (vi) the termination or non-renewal of this Agreement by the Companies at any time prior to December 31 in the year that Executive reaches 65 years of age.

          (l) “Severance Benefits” means the payments and other benefits to be provided to the Executive under Section 3(a) or Section 3(b), whichever is applicable.

     2. Term of Agreement. This Agreement shall continue in effect for a initial period commencing on the Effective Date and ending on December 31, 2008. Thereafter, this Agreement shall automatically be extended for successive terms of one year, except that this Agreement shall not be renewed and shall terminate automatically and without any action of the Companies or the Executive at the expiration of the term in which the Executive reaches 65 years of age. If not sooner terminated, any of the Companies may elect to terminate this Agreement at the expiration of the then current term by delivery of written notice of the termination of this Agreement at least six months prior to the commencement of any renewal term.

     3. Severance Benefits.

          (a) Subject to the provisions of Section 3(b) hereof, if (A) during the term of this Agreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive, executes the Release that is attached to and

3

incorporated in this Agreement (“Release”) within sixty (60) days after Date of Termination, the Executive shall receive the following benefits:

               (i) An amount equal to the Executive’s Annual Base Salary;

               (ii) An amount equal to the average annual incentive award(s) and bonus(es). The “average annual incentive award(s) and bonus(es)” shall mean the amount equal to the average of the annual incentive award(s) and bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination or, if shorter, in each of the complete calendar years during the Executive’s entire period of employment with the Companies. The “annual incentive award(s) and bonus(es)” shall mean the dollar value of the cash or other consideration paid to the Executive by the Companies as annual performance based compensation (whether or not deferred) in each calendar year during said period. The Executive’s annual incentive awards and bonuses do not include long-term incentive compensation; therefore, annual incentive awards and bonuses shall be calculated excluding the value of options to purchase stock, performance shares, or other long-term incentives; and

               (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (A) twelve (12) months from the Date of Termination; (B) until the Executive no longer has coverage under COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; and

               (iv) Outplacement services that are customary to Executive’s position.

          (b) Notwithstanding the provisions of Section 3(a) hereof, the Executive shall receive the Severance Benefits described in this Section 3(b) in lieu of and not in addition to the Severance Benefits described in Section 3(a) hereof if all of the following conditions are satisfied: (A) a Change of Control Transaction is publicly announced during the term of this Agreement; (B) during the period commencing on the public announcement of the Change of Control Transaction and ending two (2) years after the effective date of the Change of Control Transaction, (x) the Companies terminate the employment of Executive for any reason other than Cause, Disability or death, or (y) the Executive terminates employment with the Companies for Good Reason; and (C) the Executive executes the Release within sixty (60) days after the Date of Termination. In such event, the Severance Benefits payable to the Executive pursuant to this Section 3(b) shall be as follows:

               (i) An amount equal to two (2) times the Executive’s Annual Base Salary;

               (ii) An amount equal to two (2) times the average annual incentive award(s) or bonus(es). The “average annual incentive award(s) and bonus(es)” shall be calculated in the manner set forth in Section 3(a) (ii) hereof;

               (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (A) eighteen (18) months from the Date of Termination; (B) until the Executive no longer has coverage under

4

COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; and

               (iv) Outplacement services that are customary to Executive’s position.

          (c) Subject to the delivery of the executed Release by Executive, the Severance Benefits described in subparagraphs (i) and (ii) of either Section 3(a) or 3(b) hereof, which ever is applicable, shall be paid in cash or good funds in equal monthly installments during the Restricted Period (as defined in Section 7 hereof) commencing no later than the fifteenth day of the calendar month that occurs not less than seven (7) days after the execution of the Release and ending on the first day of the last full calendar month in the Restricted Period; provided that the obligation of the Companies to pay such Severance Benefits to the Executive shall be subject to termination as herein provided in the event the Executive violates the covenants under Section 7 hereof. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(b)(i), the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event that payments are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to the six (6) month period shall be made to Executive on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any Severance Benefits which are not subject to the requirements of Section 409A of the Code by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be reduced as a result of such modification or adjustment.

          (d) The outplacement services included in the Severance Benefits shall be provided to the Executive promptly after the execution of the Release but not later than the end of the calendar year following the year in which the Date of Termination occurred.

          (e) The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy or plan of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies’ employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans.

          (f) The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death or Disability of Executive; or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause.

          (g) The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the

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Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

     4. Parachute Payment Tax Reimbursement.

          (a) If any payment or benefit within the meaning of Section 280G(b)(2) of the Code to Executive for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, Executive’s employment with the Companies or a Change of Control (a “Payment” or “Payments”) will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with such interest and penalties are collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross Up Payment”). The amount of the Gross Up Payment will be such that after payment by the Executive of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file a timely tax return or pay taxes shown due on his return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross Up Payment, the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Payments. The Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year for which the Excise Tax is to be paid.

          (b) An initial determination as to whether a Gross Up Payment is required pursuant to this Agreement and the amount of such Gross Up Payment shall be made by the Compensation Committee or the Board of Directors of ProAssurance. In making such determination, the value of any noncash benefits or any deferred payment or benefit shall be determined in accordance with the principles set forth in Sections 280G(d)(3) and (4) of the Code. ProAssurance shall provide the determination (“Determination”) together with detailed supporting calculations and documentation to the Executive within a reasonable time after the Date of Termination but not later than March 15 in the calendar year following the year in which the Date of Termination occurred. If ProAssurance determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion of its income tax accountant or tax counsel to the effect that no Excise Tax will be imposed with respect to any Payment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination. The Gross Up Payment, if any, as determined pursuant to this Section 4(b) shall be paid by the Companies to the Executive within 20 days of the receipt of the Determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive Gross Up Payments in accordance with the Determination. Upon the final resolution of a Dispute, the Companies shall promptly pay the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Companies and the Executive.

     5. Good Reason for Termination. In the event that Executive desires to terminate employment with the Companies for Good Reason, the Executive must provide the Companies with written notice no later than 45 calendar days after the Executive knows or should have known that Good Reason has occurred. Following the Executive’s notice, the Companies shall

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have 45 calendar days to rectify the circumstances causing the Good Reason. If the Companies fail to rectify the event(s) causing the Good Reason within the 45 day period after the Executive’s notice, or if any of the Companies delivers to the Executive written notice stating that the circumstances cannot or shall not be rectified, the Executive shall be entitled to assert Good Reason and terminate employment on or before 90 days after the delivery of the Executive’s notice. Should Executive fail to provide the required notice in a timely manner, Good Reason shall not be deemed to have occurred as a result of that event. The term of this Agreement shall not be deemed to have expired during the notice period, however, as long as the Executive has provided notice within the term.

     6. Cause. If the Executive’s employment relationship with the Companies is terminated by the Companies for Cause, the Executive shall not be eligible for Severance Benefits and all rights of the Executive and obligations of the Companies under this Agreement shall expire. Any termination of the Executive’s employment by the Companies for Cause shall be communicated by a notice of termination to the Executive. The notice of termination shall be a written notice indicating the specific termination provision of this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under this provision. In the event the Executive disputes the basis for termination for Cause, Executive may elect to bypass the claims procedure set forth in Section 11 hereof and file for settlement of the dispute in arbitration as provided in Section 12 hereof, in which event the Date of Termination shall be deemed to occur on the date determined by the arbitrator; provided that if the arbitrator rules in favor of the Executive, the time for the execution of the Release under Sections 3(a) or 3(b) hereof, whichever is applicable, shall be extended until sixty (60) days after the decision by the arbitrator, and in such event, the Executive shall be paid Severance Benefits after the execution of the Release as provided in Section 3(c) hereof and shall be reimbursed for any COBRA premiums that were paid by Executive in the interim period (but not exceeding the maximum period specified under Section 3(a) or 3(b) hereof, whichever is applicable) between the termination of employment for COBRA purposes and the Date of Termination as determined by the arbitrator .

     7. Non-Competition; Nonsolicitation of Employee. The Executive will not during the Restricted Period (herein defined):

          (a) become Employed by a Competitor Company that offers, sells or markets medical professional liability insurance in a primary market area of an Insurance Subsidiary, except that Executive may be employed with a Competitor Company so long as and on the condition that the Executive does not participate in the medical professional liability insurance business of the Competitor Company; or

          (b) solicit or induce any employees of the Companies to leave such employment or accept employment with any other person or entity, or solicit or induce any insurance agent of an Insurance Subsidiary to offer, sell or market medical professional liability insurance for a Competitor Company in a primary market area of an Insurance Subsidiary.

          For purposes of this Section 7 only, the following terms shall have the meanings set forth below:

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          “Companies” has the meaning set forth in the initial paragraph of this Agreement.

          “Competitor Company” means an insurance company, insurance agency, business, for profit or not for profit organization (other than the Companies) that provides, or offers to provide medical professional liability insurance to health care providers.

          “Employed” includes activities as an owner, proprietor, employee, agent, solicitor, partner, member, manager, principal, shareholder (owning more than 1% of the outstanding stock), consultant, officer, director or independent contractor.

          “Health care providers” means physicians, dentists, podiatrists, physician assistants, nurse practitioners, other individual health care providers and hospital and other institutional health care providers.

          “Insurance Subsidiary” means any direct or indirect subsidiary of ProAssurance that offers medical professional liability insurance or non-risk bearing products and services related to underwriting, claims or risk management, or indemnification for medical professional liability.

          “Medical professional liability insurance” means medical malpractice insurance and reinsurance, and equivalent services such as administration of self-insured trusts, claims management services and risk management services for health care providers. “Medical professional liability insurance” does not include services provided as an employee of a health care provider if such services are rendered solely for the purpose of servicing medical professional liability risk of the employer or that of its employees.

          “Primary market area” means any state in which the Insurance Subsidiaries derived more than $15 million in aggregate revenues from the sale of medical professional liability insurance and non-risk bearing medical professional liability services or products to health care providers in the most recent complete fiscal year prior to the Date of Termination.

          “Restricted Period” means a period of twelve (12) months from the Date of Termination; provided that in the event Severance Benefits are due to be paid to the Executive under Section 3(b) hereof, the Restricted Period shall be extended and shall mean a period of twenty-four (24) months from Date of Termination.

          (b) If the Executive is deemed to have materially breached the non-competition covenants set forth in Section 7 of this Agreement, the Companies may, in addition to seeking an injunction or any other remedy they may have, withhold or cancel any remaining payments or benefits due to the Executive pursuant to Section 3 of this Agreement. The Companies shall give prior or contemporaneous written notice of such withholding or cancellation of payments in accordance with Section 3 hereof. If the Executive violates any of these restrictions, the Companies shall be further entitled to an immediate preliminary and permanent injunctive relief, without bond, in addition to any other remedy which may be available to the Companies.

          (c) Both parties agree that the restrictions in this Agreement are fair and reasonable in all respects, including the geographic and temporal restrictions, and that the

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benefits described in this Agreement, to the extent any separate or special consideration is necessary, are fully sufficient consideration for the Executive’s obligations under this Agreement.

     8. Confidentiality. Executive will remain obligated under any confidentiality or nondisclosure agreement with or policy of the Companies (or any of them) that is currently in effect or to which the Executive may in the future be bound. In the event that the Executive is at any time not the subject of a separate confidentiality or nondisclosure agreement with the Companies (or any of them), Executive expressly agrees that Executive shall not use for the Executive’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company any confidential or competitive material or information of the Companies or their subsidiaries, including without limitation, any information regarding insureds or other customers, actual or prospective, and the contents of their files; marketing, underwriting or financial plans or analyses which is not a matter of public record; claims practices or analyses which are not matters of public record; pending or past litigation in which the Companies have been involved and which is not a matter of public record; and all other strategic plans, analyses of operations, computer programs, personnel information and other proprietary information with respect to the Companies which are not matters of public record. Executive shall return to the Companies promptly, and in no event later than the Date of Termination, all items, documents, lists and other materials belonging to the Companies or their subsidiaries, including but not limited to, credit, debit or service cards, all documents, computer tapes, or other business records or information, keys and all other items in the Executive’s possession or control.

     9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Companies and Executive and their respective devisees, heirs, legal or personal representatives, successors and assigns. Notwithstanding the foregoing, this Agreement is personal to the Executive and the rights and obligations hereunder may not be assigned by Executive without the prior written consent of ProAssurance.

     10. Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or commercial courier or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below or to such other address as one party may have furnished to the other in writing in accordance herewith.

            Notice to the Executive:

                    [Executive]

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Notice to the Companies:
	ProAssurance Corporation	Street Address:
	Mailing Address:	100 Brookwood Place
	P. O. Box 590009	Birmingham, Alabama 35209
	Birmingham, Alabama 35259-0009
	Attention: President: cc Secretary

     11. Claims Procedure.

          (a) The administrator for purposes of this Agreement shall be ProAssurance (“Administrator”), whose address is 100 Brookwood Place, Birmingham, Alabama 35209; Telephone: (205) 877-4400. The “Named Fiduciary” as defined in Section 402(a) (2) or ERISA, also shall be ProAssurance. ProAssurance shall have the right to designate one or more employees of the Companies as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. ProAssurance shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same.

          (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits by the Executive (“the claimant”) shall be stated in writing by the Administrator and delivered or mailed to the claimant within ten (10) days after receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 10-day period. In no event shall such extension exceed a period of ten (10) days from the end of the initial period. Any notice of denial shall set forth the specific reasons for the denial, specific reference to pertinent provisions of this Agreement upon which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim, with an explanation of why such material or information is necessary, and any explanation of claim review procedures, written to the best of the Administrator’s ability in a manner that may be understood without legal or actuarial counsel.

          (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within ten (10) days following the receipt of such denial, in a writing addressed to the Administrator, a review of such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may include a request for a hearing in person before the Administrator. Prior to submitting the request, the claimant shall be entitled to review such documents as the Administrator shall agree are pertinent to the claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of the claimant’s choice. All requests for review shall be promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the claimant not later than ten (10) days following receipt by the Administrator of the claimant’s request unless special circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case the Administrator’s decision shall be so mailed not later than twenty (20) days after receipt of such request.

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     12. Arbitration. The parties to this Agreement agree that final and binding arbitration shall be the sole recourse to settle any claim or controversy arising out of or relating to a breach or the interpretation of this Agreement, except as either party may be seeking injunctive relief. Either party may file for arbitration. A claimant seeking relief on a claim for benefits, however, must first follow the procedure in Section 11 hereof and may file for arbitration within sixty (60) days following claimant’s receipt of the Administrator’s written decision on review under Section 11(c) hereof, or if the Administrator fails to provide any written decision under Section 11 hereof, within 60 days of the date on which such written decision was required to be delivered to the claimant as therein provided. The arbitration shall be held at a mutually agreeable location, and shall be subject to and in accordance with the arbitration rules then in effect of the American Arbitration Association; provided that if the location cannot be agreed upon the arbitration shall be held in either Birmingham, Alabama, or Chicago, Illinois, whichever location is closer to the principal office where the Executive was employed on the Date of Termination. The arbitrator may award any and all remedies allowable by the cause of action subject to the arbitration, but the arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement. In reaching its decision the arbitrator shall have no authority to change or modify any provision of this Agreement or other written agreement between the parties. The arbitrator shall have the power to compel the attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be final and binding on the parties without appeal to any court. Upon execution of this Agreement, the Executive shall be deemed to have waived any right to commence litigation proceedings regarding this Agreement outside of arbitration or injunctive relief without the express consent of ProAssurance. The Companies shall pay all arbitration fees and the arbitrator’s compensation. If the Executive prevails in the arbitration proceeding, the arbitrator may require the Companies to reimburse the Executive for the reasonable fees and expenses of Executive’s personal counsel for his or her professional services rendered to the Executive in connection with the enforcement of this Agreement.

     13. Miscellaneous.

          (a) Except insofar as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Agreement shall be valid or recognized by the Companies.

          (b) This Agreement is an unfunded deferred compensation arrangement for a member of a select group of the Companies’ management and any exemptions under ERISA, as applicable to such arrangement, shall be applicable to this Agreement. Nothing in this Agreement shall require or be deemed to require the Companies or any of them to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments made or required to be made hereunder.

          (c) It is understood acknowledged and agreed that Executive is and will be an “at will’” employee of the Companies. Nothing in this Agreement shall be deemed to create an employment agreement between the Executive and the Companies or any of them providing for Executive’s employment for any fixed duration, nor shall it be deemed to modify or undercut the Executive’s at will employment status with the Companies.

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          (d) It is understood and agreed by the Companies and Executive that the terms of this Agreement relating to the payment of Severance Benefits are intended to comply in all respects with the requirements of Code Section 409A. For purposes of determining whether Severance Benefits may be payable to an Executive in compliance with Code Section 409A, the Executive’s employment will be considered as having been terminated for purposes of this Agreement if the parties reasonably anticipate either (i) that Executive will no longer perform any services for the Companies or (ii) that the level of bona fide services performed for the Companies (whether as an employee or independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by Executive over the immediately preceding 36-month period (or the full period of services to the Companies if Executive has been providing services to the Companies for less than 36 months).

          (e) Neither the provisions of this Agreement nor the severance benefits provided hereunder shall reduce any amounts otherwise payable, or in any way diminish the Executive’s rights as an employee of the Companies, whether existing now or hereafter, under any benefit, incentive, retirement, stock option, stock bonus or stock purchase plan, or any employment agreement or other plan or arrangement.

          (f) This Agreement sets forth the entire agreement between the parties with respect to the matters set forth herein and supercedes in their entirety any prior written or oral agreements or understandings between Executive and the Companies regarding the subject matter of this Agreement This Agreement may not be modified or amended except by written agreement intended as such and signed by all parties.

          (g) The Companies, from time to time, shall provide government agencies with such reports concerning this Agreement as may be required by law, and shall provide Executive with such disclosure concerning this Agreement as may be required by law or as the Companies may deem appropriate.

          (h) Executive and the Companies respectively acknowledge that each of them has read and understand this Agreement, that they have each had adequate time to consider this Agreement and discuss it with each of their attorneys and advisors, that each of them understands the consequences of entering into this Agreement, that each of them is knowingly and voluntarily entering into this Agreement, and that they are each competent to enter into this Agreement.

          (i) If any provision of this Agreement is determined to be unenforceable, at the discretion of ProAssurance the remainder of this Agreement shall not be affected but each remaining provision shall continue to be valid and effective and shall be modified so that it is enforceable to the fullest extent permitted by law. Moreover, in the event this Agreement is determined to be unenforceable against any of the Companies, it shall continue to be valid and enforceable against the other Companies.

          (j) This Agreement will be interpreted as a whole according to its fair terms. It will not be construed strictly for or against either party.

          (k) Except to the extent that federal law controls, this Agreement is to be construed according to Delaware law.

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[Signatures on following page.]

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          IN WITNESS WHEREOF, the parties have duly executed this Agreement on this ___day of                     , 2008.

EXECUTIVE:

PROASSURANCE CORPORATION

By:

PROASSURANCE GROUP SERVICES CORPORATION

By:

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RELEASE IN CONJUNCTION WITH SEVERANCE COMPENSATION

          This Release of Claims (“Release”) is between ProAssurance Corporation (“ProAssurance”), for itself and for its subsidiaries and any successor company that has assumed the Agreement to which this Release was an attachment (all such organizations being referred to in this Release as the “Companies”) and                                          (“Executive”).

          The Companies and Executive have agreed to terminate their employment relationship. To effect an orderly termination, the Executive, and the Companies are entering into this Release.

     1. Executive hereby waives any and all rights Executive may otherwise have to continued employment with or re-employment by the Companies or any parent, subsidiary or affiliate of Companies.

     2. Effective with the Date of Termination, Executive is relieved of all duties and obligations to the Companies, except as provided in this Release or any applicable provisions of the Release and Severance Compensation Agreement between Companies and Executive, effective as of January 1, 2008 (“Agreement”), which survive termination of the employment relationship. Unless otherwise specifically defined herein, capitalized terms shall have the meaning attributed to them in the Agreement.

     3. Executive agrees that this Release, the Agreement, and the Severance Benefits provided under the Agreement are confidential and shall not be disclosed or published directly or indirectly to third persons, except as necessary to enforce its terms, by Executive or to Executive’s immediate family upon their agreement not to disclose the fact or terms of this Release, or to Executive’s attorney, financial consultant or accountant, except that Executive and the Companies may disclose, as necessary, (i) the fact that Executive has terminated Executive’s employment with the Companies and (ii) the terms of this Agreement and Severance Benefits as required under the securities laws and regulations and the listing requirements of any stock exchange or national market system and as otherwise required by law.

     4. Any fringe benefits that Executive has received or currently is receiving from the Companies or its affiliates shall cease effective with the Date of Termination, except as otherwise provided for in this Release, in the Agreement or by law.

     5. The parties agree that the terms contained and payments provided for in the Agreement are compensation for and in full consideration of Employee’s release of claims under this Release, and Executive’s confidentiality, non-compete, non-solicitation and non-disclosure agreements contained in the Agreement.

     6. The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits (as defined and provided under the Agreement) by seeking employment or otherwise, provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under the Agreement shall cease.

     7. Executive waives, releases, and forever discharges the Companies and each of their direct or indirect parents, subsidiaries, affiliates, and any partnerships, joint ventures or other entities involving or related to any of the Companies, their parents, subsidiaries or affiliates, and all present or former employees, officers, agents, directors, successors, assigns and attorneys of any of these corporations, persons or entities (all collectively referred to in this Release as the “Released”) from any and all claims, charges, suits, causes of action, demands, expenses and compensation whatsoever, known or unknown, direct or indirect, on account of or growing out of Executive’s employment with and termination from the Companies, or relationship or termination of such relationship with any of the Released, or arising out of related events occurring through the date on which this Release is executed. This includes, but is not limited to, claims for breach of any employment contract; handbook or manual; any express or implied contract; any tort; continued employment; loss of wages or benefits; attorney fees; employment discrimination arising under any federal, state, or local civil rights or anti-discrimination statute, including specifically any claims Executive may have under the federal Age Discrimination in Employment Act, as amended, 29 USC §§ 621, et seq.; emotional distress; harassment; defamation; libel; slander; and all other types of claims or causes of action whatsoever arising under any other state or federal statute or common law of the United States. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to waive, release or discharge the Companies from making any payments or providing any benefits to Executive in accordance with the terms of the Agreement after the Date of Termination

     8. The Executive does not waive or release any rights or claims that may arise under the federal Age Discrimination in Employment Act, as amended, after the date on which this Release is executed by the Executive.

     9. The Executive acknowledges and agrees that Executive has been advised in writing by this Release, and otherwise, to CONSULT WITH AN ATTORNEY before Executive executes this Release.

     10. The Executive agrees that Executive received a copy of this Release prior to executing the Agreement, that this Release incorporates the Companies’ FINAL OFFER; that Executive has been given a period of at least twenty-two (22) calendar days within which to consider this Release and its terms and to consult with an attorney should Executive so elect.

     11. The Executive shall have seven (7) calendar days following Executive’s execution of this Release to revoke this Release. Any revocation of this Release shall be made in writing by the Executive and shall be received on or before the time of close of business on the seventh calendar day following the date of the Employee’s execution of this Release at ProAssurance’s address at 100 Brookwood Place, P. O. Box 590009, Birmingham, Alabama 35259-0009, Attention: President: cc Secretary, or such other place as the Companies may notify Executive in writing. This Release shall not become effective or enforceable until the eighth (8^th) calendar day following the Executive’s execution of this Release.

     12. Executive and the Companies acknowledge that they have read and understand this Release, that they have had adequate time to consider this Release and discuss it with their attorneys and advisors, that they understand the consequences of entering into this Release, that

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they are knowingly and voluntarily entering into this Release, and that they are competent to enter into this Release.

     13. This Release shall benefit and be binding upon the parties and their respective directors, officers, employees, agents, heirs, successors, assigns, devisees and legal or personal representatives.

     14. This Release, along with the attached Agreement, sets forth the entire agreement between the parties at the time and date these documents are executed, and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter in this Release. This Release may not be modified or amended except by a written agreement intended as such, and signed by all parties.

     15. Except to the extent that federal law controls, this Release is to be construed according to the law of the state of Delaware.

     16. If any provision of this Release is determined to be unenforceable, at the discretion of ProAssurance the remainder of this Release shall not be affected but each remaining provision or portion shall continue to be valid and effective and shall be modified so that it is enforceable to the fullest extent permitted by law.

     17. To signify their agreement to the terms of this Release, the parties have executed it on the date set forth opposite their signatures, or those of their authorized agents, which follow.

	EXECUTIVE
Dated:
	PROASSURANCE CORPORATION
Dated:	By:
	Its:

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EX-10.5

Exhibit 10.5

Execution Copy
January 1, 2008

RELEASE AND SEVERANCE COMPENSATION AGREEMENT

          THIS RELEASE AND SEVERANCE COMPENSATION AGREEMENT (the “Agreement”) is made and entered into effective January 1, 2008 (the “Effective Date”), between and among ProAssurance Group Services Corporation, an Alabama corporation, and ProAssurance Corporation, a Delaware corporation (“ProAssurance”), and Victor T. Adamo, an individual (the “Executive”). ProAssurance and its direct and indirect subsidiaries are hereinafter collectively referred to as the “Companies.”

RECITALS:

          The Executive currently provides services to the Companies as an at will employee of ProAssurance Group Services Corporation which is a wholly owned subsidiary of ProAssurance. Executive is currently employed at the Companies’ offices in Jefferson County, Alabama, which is Executive’s primary location of employment on date of this Agreement. ProAssurance has offered to expand protection to the Executive in the form of severance benefits payable on termination of employment under certain circumstances in consideration of Executive’s agreement to continue his employment with the Companies. ProAssurance and Executive have entered into this Agreement to evidence the terms and conditions for payment of severance benefits upon termination of Executive’s employment with the Companies.

AGREEMENT

          NOW, THEREFORE, These Premises Considered, and in consideration of the mutual covenants and promises in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:

     1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

          (a) “Annual Base Salary” of the Executive shall be defined as the Executive’s base rate of compensation in effect as of the Date of Termination (herein defined), but in no event less than the greater of: (A) the Executive’s base rate of compensation in effect as of the date of the Agreement; or (B) the Executive’s base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination

          (b) “Beneficial Ownership” is used as such term is used within the meaning of Rule 13d-3 promulgated under the Exchange Act.

          (c) “Board” means the Board of Directors of ProAssurance either acting as a full Board or through its Compensation Committee.

          (d) “Cause” means: (i) the Executive has been convicted in a federal or state court of a crime classified as a felony; (ii) action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of the Companies which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Executive’s office, and (B) such action or inaction has adversely affected or is likely to adversely affect the business of the Companies, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of Executive to the detriment of the Companies; or (iii) Executive has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, Executive’s job duties and the failure was not cured within 45 days after written notice from ProAssurance.

          (e) “Code” means the Internal Revenue Code of 1986, as amended

          (f) “Change of Control” shall mean the occurrence of any one of the following events during the term of this Agreement:

               (i) an acquisition of the voting securities of ProAssurance by any Person, immediately after which such Person has Beneficial Ownership of more than 50.1% of the combined voting power of ProAssurance’s then outstanding voting securities;

               (ii) a merger, consolidation or reorganization involving ProAssurance in which an entity other than ProAssurance is the surviving entity or in which ProAssurance is the surviving entity and the stockholders of ProAssurance immediately preceding such transaction will own less than 50.1% of the outstanding voting securities of the surviving entity; or

               (iii) the sale or other disposition of substantially all of the assets of ProAssurance (as defined in the regulations under Section 409A of the Code) and ProAssurance ceases to function on a going forward basis as an insurance holding company system that provides medical professional liability insurance.

          In no event shall a Change of Control be deemed to have occurred, with respect to Executive, if the Executive is part of a purchasing group which consummates a Change of Control Transaction. The Executive shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for ownership of less than 5% of the stock of the purchasing company).

          (g) “Change of Control Transaction” means any of the transactions as described in subparagraphs (i), (ii) and (iii) of Section 1(f) hereof.

          (h) “Disability” means a serious injury or illness that requires Executive to be under regular care of a licenses medical physician and renders the Executive incapable of performing the essential function of the Executive’s position for twelve (12) consecutive months as determined by the Board in good faith and upon receipt of and in reliance on competent medical advice from one or more individuals selected by the Board, who are qualified to give professional medical advice. Executive will submit to such medical or psychiatric examinations

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and tests as such medical professional deems necessary to make any determination of Executive’s Disability and consent to such medical professional sharing the results of such examination with a representative of the Board.

          (i) “Date of Termination” means (i) if Executive’s employment is terminated by Executive for any reason other than death or Disability, the Date of Termination shall be the last day of employment of Executive; (ii) if Executive’s employment is terminated by reason of death of the Executive, the date of death shall be the Date of Termination; (iii) if the Executive’s employment is terminated by reason of Disability, the Date of Termination shall be the date of determination of Disability by the Board; or (iv) if Executive’s employment is terminated by ProAssurance for any reason, the Date of Termination shall be the last day of employment of Executive unless otherwise provided in Section 6 hereof.

          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (k) “Good Reason” shall constitute any of the following circumstances if they occur without the Executive’s express written consent during the term of this Agreement: (i) a material diminution in the Executive’s authority, duties or responsibilities such that Executive no longer holds a position with executive level responsibilities consistent with the Executive’s training and experience; (ii) the Companies require a material change in the Executive’s primary location of employment of more than 100 miles from the location of the Executive’s primary location of employment on date of this Agreement; (iii) the Companies materially reduce the Executive’s incentive compensation opportunities and employee benefits to a level that is less than is provided to other executives of comparable rank with the Companies; (iv) a material breach by the Companies of any provision of this Agreement; (v) a material reduction by the Companies in the Executive’s Annual Base Salary (herein defined); (vi) the termination or non-renewal of this Agreement by the Companies at any time prior to December 31 in the year that Executive reaches 65 years of age; or (vii) the election of Executive to terminate his employment with the Companies during the Initial Term pursuant to Section 3(g) hereof.

          (l) “Severance Benefits” means the payments and other benefits to be provided to the Executive under Section 3(a) hereof.

          (m) “Term” means the Initial Term or a Renewal Term (as each is defined in Section 2 hereof), where no distinction is required in this Agreement

     2. Term of Agreement. This Agreement shall continue in effect for a initial period commencing on the Effective Date and ending on December 31, 2010 (the “Initial Term”). Thereafter, this Agreement shall automatically be extended for successive terms of one year (each a “Renewal Term”), except that this Agreement shall not be renewed and shall terminate automatically and without any action of the Companies or the Executive at the expiration of the Term in which the Executive reaches 65 years of age. If not sooner terminated, any of the Companies may elect to terminate this Agreement at the expiration of the then current Term by delivery of written notice of the termination of this Agreement at least six months prior to the commencement of any Renewal Term.

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     3. Severance Benefits.

          (a) If (A) during the term of this Agreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release that is attached to and incorporated in this Agreement (“Release”) within sixty (60) days after the Date of Termination, the Executive shall receive the following benefits:

               (i) An amount equal to two (2) times the Executive’s Annual Base Salary;

               (ii) An amount equal to two (2) times the average annual incentive award(s) and bonus(es). The “average annual incentive award(s) and bonus(es)” shall mean the amount equal to the average of the annual incentive award(s) and bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination or, if shorter, in each of the complete calendar years during the Executive’s entire period of employment with the Companies. The “annual incentive award(s) and bonus(es)” shall mean the dollar value of the cash or other consideration paid to the Executive by the Companies as annual performance based compensation (whether or not deferred) in each calendar year during said period. The Executive’s annual incentive awards and bonuses do not include long-term incentive compensation; therefore, annual incentive awards and bonuses shall be calculated excluding the value of options to purchase stock, performance shares, or other long-term incentives;

               (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (A) eighteen (18) months from the Date of Termination; (B) until the Executive no longer has coverage under COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; and

               (iv) Outplacement services that are customary to Executive’s position.

          (b) Subject to the delivery of the executed Release by Executive, the Severance Benefits described in subparagraphs (i) and (ii) of Section 3(a) hereof shall be paid in cash or good funds in equal monthly installments during the Restricted Period (as defined in Section 7hereof) commencing no later than the fifteenth day of the calendar month that occurs not less than seven (7) days after the execution of the Release and ending on the first day of the last full calendar month in the Restricted Period; provided that the obligation of the Companies to pay such Severance Benefits to the Executive shall be subject to termination as herein provided in the event the Executive violates the covenants under Section 7 hereof. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(b)(i), the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event that payments are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to the six (6) month period shall be made to Executive on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any

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Severance Benefits which are not subject to the requirements of Section 409A of the Code by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be reduced as a result of such modification or adjustment.

          (c) The outplacement services included in the Severance Benefits shall be provided to the Executive promptly after the execution of the Release but not later than the end of the calendar year following the year in which the Date of Termination occurred.

          (d) The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy or plan of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies’ employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans.

          (e) The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death or Disability of Executive; or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause.

          (f) The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

          (g) Notwithstanding any provisions of this Agreement and this Section 3 to the contrary, the Executive may unilaterally and of his own accord terminate his employment relationship with the Companies during the Initial Term by delivery of notice to ProAssurance in accordance with Section 10 hereof. In the event the Executive elects to terminate employment with the Companies pursuant to this subparagraph (g), the Executive shall be deemed to have terminated his employment for Good Reason and shall be entitled to Severance Benefits pursuant to Section 3 hereof, and neither Executive nor the Companies shall be required to comply with the provisions of Section 5 hereof; provided that if the Companies deliver a notice of termination for Cause under Section 6 hereof which sets forth reasons for termination for Cause that occurred prior to the date of delivery of Executive’s notice of termination pursuant to this subparagraph (g) and the Executive’s employment is terminated for Cause for the reasons set forth in said notice of termination for Cause, the employment of the Executive shall be deemed to have been terminated by the Companies for Cause, and not by the Executive for Good Reason, and the Executive shall not be entitled to any Severance Benefits hereunder.

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     4. Parachute Payment Tax Reimbursement.

          (a) If any payment or benefit within the meaning of Section 280G(b)(2) of the Code to Executive for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, Executive’s employment with the Companies or a Change of Control (a “Payment” or “Payments”) will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with such interest and penalties are collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross Up Payment”). The amount of the Gross Up Payment will be such that after payment by the Executive of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file a timely tax return or pay taxes shown due on his return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross Up Payment, the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Payments. The Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year for which the Excise Tax is to be paid.

          (b) An initial determination as to whether a Gross Up Payment is required pursuant to this Agreement and the amount of such Gross Up Payment shall be made by the Compensation Committee or the Board of Directors of ProAssurance. In making such determination, the value of any noncash benefits or any deferred payment or benefit shall be determined in accordance with the principles set forth in Sections 280G(d)(3) and (4) of the Code. ProAssurance shall provide the determination (“Determination”) together with detailed supporting calculations and documentation to the Executive within a reasonable time after the Date of Termination but not later than March 15 in the calendar year following the year in which the Date of Termination occurred. If ProAssurance determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion of its income tax accountant or tax counsel to the effect that no Excise Tax will be imposed with respect to any Payment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination. The Gross Up Payment, if any, as determined pursuant to this Section 4(b) shall be paid by the Companies to the Executive within 20 days of the receipt of the Determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive Gross Up Payments in accordance with the Determination. Upon the final resolution of a Dispute, the Companies shall promptly pay the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Companies and the Executive.

     5. Good Reason for Termination. In the event that Executive desires to terminate employment with the Companies for Good Reason, the Executive must provide the Companies with written notice no later than 45 calendar days after the Executive knows or should have known that Good Reason has occurred. Following the Executive’s notice, the Companies shall have 45 calendar days to rectify the circumstances causing the Good Reason. If the Companies fail to rectify the event(s) causing the Good Reason within the 45 day period after the Executive’s notice, or if any of the Companies delivers to the Executive written notice stating that the circumstances cannot or shall not be rectified, the Executive shall be entitled to assert

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Good Reason and terminate employment on or before 90 days after the delivery of the Executive’s notice. Should Executive fail to provide the required notice in a timely manner, Good Reason shall not be deemed to have occurred as a result of that event. The term of this Agreement shall not be deemed to have expired during the notice period, however, as long as the Executive has provided notice within the term.

     6. Cause. If the Executive’s employment relationship with the Companies is terminated by the Companies for Cause, the Executive shall not be eligible for Severance Benefits and all rights of the Executive and obligations of the Companies under this Agreement shall expire. Any termination of the Executive’s employment by the Companies for Cause shall be communicated by a notice of termination to the Executive. The notice of termination shall be a written notice indicating the specific termination provision of this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under this provision. In the event the Executive disputes the basis for termination for Cause, Executive may elect to bypass the claims procedure set forth in Section 11 hereof and file for settlement of the dispute in arbitration as provided in Section 12 hereof, in which event the Date of Termination shall be deemed to occur on the date determined by the arbitrator; provided that if the arbitrator rules in favor of the Executive, the time for the execution of the Release under Section 3(a) hereof shall be extended until sixty (60) days after the decision by the arbitrator, and in such event, the Executive shall be paid Severance Benefits after the execution of the Release as provided in Section 3(b) hereof and shall be reimbursed for any COBRA premiums that were paid by Executive in the interim period (but not exceeding the maximum period specified under Section 3(a) hereof) between the termination of employment for COBRA purposes and the Date of Termination as determined by the arbitrator .

     7. Non-Competition; Nonsolicitation of Employee. The Executive will not during the Restricted Period (herein defined):

          (a) become Employed by a Competitor Company that offers, sells or markets medical professional liability insurance in a primary market area of an Insurance Subsidiary, except that Executive may be employed with a Competitor Company so long as and on the condition that the Executive does not participate in the medical professional liability insurance business of the Competitor Company; or

          (b) solicit or induce any employees of the Companies to leave such employment or accept employment with any other person or entity, or solicit or induce any insurance agent of an Insurance Subsidiary to offer, sell or market medical professional liability insurance for a Competitor Company in a primary market area of an Insurance Subsidiary.

          For purposes of this Section 7 only, the following terms shall have the meanings set forth below:

          “Companies” has the meaning set forth in the initial paragraph of this Agreement.

          “Competitor Company” means an insurance company, insurance agency, business, for profit or not for profit organization (other than the Companies) that provides, or offers to provide medical professional liability insurance to health care providers.

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          “Employed” includes activities as an owner, proprietor, employee, agent, solicitor, partner, member, manager, principal, shareholder (owning more than 1% of the outstanding stock), consultant, officer, director or independent contractor.

          “Health care providers” means physicians, dentists, podiatrists, physician assistants, nurse practitioners, other individual health care providers and hospital and other institutional health care providers.

          “Insurance Subsidiary” means any direct or indirect subsidiary of ProAssurance that offers medical professional liability insurance or non-risk bearing products and services related to underwriting, claims or risk management, or indemnification for medical professional liability.

          “Medical professional liability insurance” means medical malpractice insurance and reinsurance, and equivalent services such as administration of self-insured trusts, claims management services and risk management services for health care providers. “Medical professional liability insurance” does not include services provided as an employee of a health care provider if such services are rendered solely for the purpose of servicing medical professional liability risk of the employer or that of its employees.

          “Primary market area” means any state in which the Insurance Subsidiaries derived more than $15 million in aggregate revenues from the sale of medical professional liability insurance and non-risk bearing medical professional liability services or products to health care providers in the most recent complete fiscal year prior to the Date of Termination.

          “Restricted Period” means a period of 36 months from the Date of Termination.

          (b) If the Executive is deemed to have materially breached the non-competition covenants set forth in Section 7 of this Agreement, the Companies may, in addition to seeking an injunction or any other remedy they may have, withhold or cancel any remaining payments or benefits due to the Executive pursuant to Section 3 of this Agreement. The Companies shall give prior or contemporaneous written notice of such withholding or cancellation of payments in accordance with Section 3 hereof. If the Executive violates any of these restrictions, the Companies shall be further entitled to an immediate preliminary and permanent injunctive relief, without bond, in addition to any other remedy which may be available to the Companies.

          (c) Both parties agree that the restrictions in this Agreement are fair and reasonable in all respects, including the geographic and temporal restrictions, and that the benefits described in this Agreement, to the extent any separate or special consideration is necessary, are fully sufficient consideration for the Executive’s obligations under this Agreement.

     8. Confidentiality. Executive will remain obligated under any confidentiality or nondisclosure agreement with or policy of the Companies (or any of them) that is currently in effect or to which the Executive may in the future be bound. In the event that the Executive is at any time not the subject of a separate confidentiality or nondisclosure agreement with the Companies (or any of them), Executive expressly agrees that Executive shall not use for the Executive’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company any confidential or competitive

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material or information of the Companies or their subsidiaries, including without limitation, any information regarding insureds or other customers, actual or prospective, and the contents of their files; marketing, underwriting or financial plans or analyses which is not a matter of public record; claims practices or analyses which are not matters of public record; pending or past litigation in which the Companies have been involved and which is not a matter of public record; and all other strategic plans, analyses of operations, computer programs, personnel information and other proprietary information with respect to the Companies which are not matters of public record. Executive shall return to the Companies promptly, and in no event later than the Date of Termination, all items, documents, lists and other materials belonging to the Companies or their subsidiaries, including but not limited to, credit, debit or service cards, all documents, computer tapes, or other business records or information, keys and all other items in the Executive’s possession or control.

     9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Companies and Executive and their respective devisees, heirs, legal or personal representatives, successors and assigns. Notwithstanding the foregoing, this Agreement is personal to the Executive and the rights and obligations hereunder may not be assigned by Executive without the prior written consent of ProAssurance.

     10. Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or commercial courier or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below or to such other address as one party may have furnished to the other in writing in accordance herewith.

Notice to the Executive:
	[Executive]
Notice to the Companies:
	ProAssurance Corporation	Street Address:
	Mailing Address:	100 Brookwood Place
	P. O. Box 590009	Birmingham, Alabama 35209
	Birmingham, Alabama 35259-0009
	Attention: Chief Executive Officer: cc Secretary

     11. Claims Procedure.

          (a) The administrator for purposes of this Agreement shall be ProAssurance (“Administrator”), whose address is 100 Brookwood Place, Birmingham, Alabama 35209; Telephone: (205) 877-4400. The “Named Fiduciary” as defined in Section 402(a) (2) or ERISA, also shall be ProAssurance. ProAssurance shall have the right to designate one or more

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employees of the Companies as the Administrator and the Named Fiduciary at any time, and to change the address and telephone number of the same. ProAssurance shall give the Executive written notice of any change in the Administrator and Named Fiduciary, or in the address or telephone number of the same.

          (b) The Administrator shall make all determinations as to the right of any person to receive benefits under the Agreement. Any denial by the Administrator of a claim for benefits by the Executive (“the claimant”) shall be stated in writing by the Administrator and delivered or mailed to the claimant within ten (10) days after receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 10-day period. In no event shall such extension exceed a period of ten (10) days from the end of the initial period. Any notice of denial shall set forth the specific reasons for the denial, specific reference to pertinent provisions of this Agreement upon which the denial is based, a description of any additional material or information necessary for the claimant to perfect the claim, with an explanation of why such material or information is necessary, and any explanation of claim review procedures, written to the best of the Administrator’s ability in a manner that may be understood without legal or actuarial counsel.

          (c) A claimant whose claim for benefits has been wholly or partially denied by the Administrator may request, within ten (10) days following the receipt of such denial, in a writing addressed to the Administrator, a review of such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as the claimant shall consider relevant to a determination of the claim, and the claimant may include a request for a hearing in person before the Administrator. Prior to submitting the request, the claimant shall be entitled to review such documents as the Administrator shall agree are pertinent to the claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of the claimant’s choice. All requests for review shall be promptly resolved. The Administrator’s decision with respect to any such review shall be set forth in writing and shall be mailed to the claimant not later than ten (10) days following receipt by the Administrator of the claimant’s request unless special circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case the Administrator’s decision shall be so mailed not later than twenty (20) days after receipt of such request.

     12. Arbitration. The parties to this Agreement agree that final and binding arbitration shall be the sole recourse to settle any claim or controversy arising out of or relating to a breach or the interpretation of this Agreement, except as either party may be seeking injunctive relief. Either party may file for arbitration. A claimant seeking relief on a claim for benefits, however, must first follow the procedure in Section 11 hereof and may file for arbitration within sixty (60) days following claimant’s receipt of the Administrator’s written decision on review under Section 11(c) hereof, or if the Administrator fails to provide any written decision under Section 11 hereof, within 60 days of the date on which such written decision was required to be delivered to the claimant as therein provided. The arbitration shall be held at a mutually agreeable location, and shall be subject to and in accordance with the arbitration rules then in effect of the American Arbitration Association; provided that if the location cannot be agreed upon the arbitration shall be held in either Birmingham, Alabama, or Chicago, Illinois, whichever location is closer to the principal office where the Executive was employed on the Date of Termination. The arbitrator

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may award any and all remedies allowable by the cause of action subject to the arbitration, but the arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement. In reaching its decision the arbitrator shall have no authority to change or modify any provision of this Agreement or other written agreement between the parties. The arbitrator shall have the power to compel the attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be final and binding on the parties without appeal to any court. Upon execution of this Agreement, the Executive shall be deemed to have waived any right to commence litigation proceedings regarding this Agreement outside of arbitration or injunctive relief without the express consent of ProAssurance. The Companies shall pay all arbitration fees and the arbitrator’s compensation. If the Executive prevails in the arbitration proceeding, the arbitrator may require the Companies to reimburse the Executive for the reasonable fees and expenses of Executive’s personal counsel for his or her professional services rendered to the Executive in connection with the enforcement of this Agreement.

     13. Miscellaneous.

          (a) Except insofar as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Agreement shall be valid or recognized by the Companies.

          (b) This Agreement is an unfunded deferred compensation arrangement for a member of a select group of the Companies’ management and any exemptions under ERISA, as applicable to such arrangement, shall be applicable to this Agreement. Nothing in this Agreement shall require or be deemed to require the Companies or any of them to segregate, earmark or otherwise set aside any funds or other assets to provide for any payments made or required to be made hereunder.

          (c) It is understood acknowledged and agreed that Executive is and will be an “at will’” employee of the Companies. Nothing in this Agreement shall be deemed to create an employment agreement between the Executive and the Companies or any of them providing for Executive’s employment for any fixed duration, nor shall it be deemed to modify or undercut the Executive’s at will employment status with the Companies.

          (d) It is understood and agreed by the Companies and Executive that the terms of this Agreement relating to the payment of Severance Benefits are intended to comply in all respects with the requirements of Code Section 409A. For purposes of determining whether Severance Benefits may be payable to an Executive in compliance with Code Section 409A, the Executive’s employment will be considered as having been terminated for purposes of this Agreement if the parties reasonably anticipate either (i) that Executive will no longer perform any services for the Companies or (ii) that the level of bona fide services performed for the Companies (whether as an employee or independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by Executive over the immediately preceding 36-month period (or the full period of services to the Companies if Executive has been providing services to the Companies for less than 36 months).

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          (e) Neither the provisions of this Agreement nor the severance benefits provided hereunder shall reduce any amounts otherwise payable, or in any way diminish the Executive’s rights as an employee of the Companies, whether existing now or hereafter, under any benefit, incentive, retirement, stock option, stock bonus or stock purchase plan, or any employment agreement or other plan or arrangement.

          (f) This Agreement sets forth the entire agreement between the parties with respect to the matters set forth herein and supercedes in their entirety any prior written or oral agreements or understandings between Executive and the Companies regarding the subject matter of this Agreement. This Agreement may not be modified or amended except by written agreement intended as such and signed by all parties.

          (g) The Companies, from time to time, shall provide government agencies with such reports concerning this Agreement as may be required by law, and shall provide Executive with such disclosure concerning this Agreement as may be required by law or as the Companies may deem appropriate.

          (h) Executive and the Companies respectively acknowledge that each of them has read and understand this Agreement, that they have each had adequate time to consider this Agreement and discuss it with each of their attorneys and advisors, that each of them understands the consequences of entering into this Agreement, that each of them is knowingly and voluntarily entering into this Agreement, and that they are each competent to enter into this Agreement.

          (i) If any provision of this Agreement is determined to be unenforceable, at the discretion of ProAssurance the remainder of this Agreement shall not be affected but each remaining provision shall continue to be valid and effective and shall be modified so that it is enforceable to the fullest extent permitted by law. Moreover, in the event this Agreement is determined to be unenforceable against any of the Companies, it shall continue to be valid and enforceable against the other Companies.

          (j) This Agreement will be interpreted as a whole according to its fair terms. It will not be construed strictly for or against either party.

          (k) Except to the extent that federal law controls, this Agreement is to be construed according to Delaware law.

[Signatures on following page.]

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          IN WITNESS WHEREOF, the parties have duly executed this Agreement on this 26^th day of February, 2008.

EXECUTIVE:
Victor T. Adamo
PROASSURANCE CORPORATION
By:
	W. Stancil Starnes, C.E.O.
PROASSURANCE GROUP SERVICES CORPORATION
By:
	Howard H. Friedman, Vice President

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RELEASE IN CONJUNCTION WITH SEVERANCE COMPENSATION

          This Release of Claims (“Release”) is between ProAssurance Corporation (“ProAssurance”), for itself and for its subsidiaries and any successor company that has assumed the Agreement to which this Release was an attachment (all such organizations being referred to in this Release as the “Companies”) and Victor T. Adamo (“Executive”).

          The Companies and Executive have agreed to terminate their employment relationship. To effect an orderly termination, the Executive, and the Companies are entering into this Release.

     1. Executive hereby waives any and all rights Executive may otherwise have to continued employment with or re-employment by the Companies or any parent, subsidiary or affiliate of Companies.

     2. Effective with the Date of Termination, Executive is relieved of all duties and obligations to the Companies, except as provided in this Release or any applicable provisions of the Release and Severance Compensation Agreement between Companies and Executive, effective as of January 1, 2008 (“Agreement”), which survive termination of the employment relationship. Unless otherwise specifically defined herein, capitalized terms shall have the meaning attributed to them in the Agreement.

     3. Executive agrees that this Release, the Agreement and the Severance Benefits provided under the Agreement are confidential and shall not be disclosed or published directly or indirectly to third persons, except as necessary to enforce its terms, by Executive or to Executive’s immediate family upon their agreement not to disclose the fact or terms of this Release, or to Executive’s attorney, financial consultant or accountant, except that Executive and the Companies may disclose, as necessary, (i) the fact that Executive has terminated Executive’s employment with the Companies, and (ii) the terms of this Agreement and Severance Benefits as required under the securities laws and regulations and the listing requirements of any stock exchange or national market system and as otherwise required by law.

     4. Any fringe benefits that Executive has received or currently is receiving from the Companies or its affiliates shall cease effective with the Date of Termination, except as otherwise provided for in this Release, in the Agreement or by law.

     5. The parties agree that the terms contained and payments provided for in the Agreement are compensation for and in full consideration of Employee’s release of claims under this Release, and Executive’s confidentiality, non-compete, non-solicitation and non-disclosure agreements contained in the Agreement.

     6. The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits (as defined and provided under the Agreement) by seeking employment or otherwise, provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under the Agreement shall cease.

     7. Executive waives, releases, and forever discharges the Companies and each of their direct or indirect parents, subsidiaries, affiliates, and any partnerships, joint ventures or other entities involving or related to any of the Companies, their parents, subsidiaries or affiliates, and all present or former employees, officers, agents, directors, successors, assigns and attorneys of any of these corporations, persons or entities (all collectively referred to in this Release as the “Released”) from any and all claims, charges, suits, causes of action, demands, expenses and compensation whatsoever, known or unknown, direct or indirect, on account of or growing out of Executive’s employment with and termination from the Companies, or relationship or termination of such relationship with any of the Released, or arising out of related events occurring through the date on which this Release is executed. This includes, but is not limited to, claims for breach of any employment contract; handbook or manual; any express or implied contract; any tort; continued employment; loss of wages or benefits; attorney fees; employment discrimination arising under any federal, state, or local civil rights or anti-discrimination statute, including specifically any claims Executive may have under the federal Age Discrimination in Employment Act, as amended, 29 USC §§ 621, et seq.; emotional distress; harassment; defamation; libel; slander; and all other types of claims or causes of action whatsoever arising under any other state or federal statute or common law of the United States. Notwithstanding anything in this Release to the contrary, nothing in this Release shall be construed to waive, release or discharge the Companies from making any payments or providing any benefits to Executive in accordance with the terms of the Agreement after the Date of Termination

     8. The Executive does not waive or release any rights or claims that may arise under the federal Age Discrimination in Employment Act, as amended, after the date on which this Release is executed by the Executive.

     9. The Executive acknowledges and agrees that Executive has been advised in writing by this Release, and otherwise, to CONSULT WITH AN ATTORNEY before Executive executes this Release.

     10. The Executive agrees that Executive received a copy of this Release prior to executing the Agreement, that this Release incorporates the Companies’ FINAL OFFER; that Executive has been given a period of at least twenty-two (22) calendar days within which to consider this Release and its terms and to consult with an attorney should Executive so elect.

     11. The Executive shall have seven (7) calendar days following Executive’s execution of this Release to revoke this Release. Any revocation of this Release shall be made in writing by the Executive and shall be received on or before the time of close of business on the seventh calendar day following the date of the Employee’s execution of this Release at ProAssurance’s address at 100 Brookwood Place, P. O. Box 590009, Birmingham, Alabama 35259-0009, Attention: President: cc Secretary, or such other place as the Companies may notify Executive in writing. This Release shall not become effective or enforceable until the eighth (8^th) calendar day following the Executive’s execution of this Release.

     12. Executive and the Companies acknowledge that they have read and understand this Release, that they have had adequate time to consider this Release and discuss it with their attorneys and advisors, that they understand the consequences of entering into this Release, that

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they are knowingly and voluntarily entering into this Release, and that they are competent to enter into this Release.

     13. This Release shall benefit and be binding upon the parties and their respective directors, officers, employees, agents, heirs, successors, assigns, devisees and legal or personal representatives.

     14. This Release, along with the attached Agreement, sets forth the entire agreement between the parties at the time and date these documents are executed, and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter in this Release. This Release may not be modified or amended except by a written agreement intended as such, and signed by all parties.

     15. Except to the extent that federal law controls, this Release is to be construed according to the law of the state of Delaware.

     16. If any provision of this Release is determined to be unenforceable, at the discretion of ProAssurance the remainder of this Release shall not be affected but each remaining provision or portion shall continue to be valid and effective and shall be modified so that it is enforceable to the fullest extent permitted by law.

     17. To signify their agreement to the terms of this Release, the parties have executed it on the date set forth opposite their signatures, or those of their authorized agents, which follow.

	EXECUTIVE
Dated:
	PROASSURANCE CORPORATION
Dated:	By:
	Its:

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EX-10.6(B)

Exhibit 10.6b

January 1, 2008

Mr. W. Stancil Starnes
ProAssurance Corporation
100 Brookwood Place, Suite 300
Birmingham, AL 35209

Re: Employment Agreement

Dear Stan:

          Effective as of May 1, 2007, you entered into an Employment Agreement with ProAssurance Corporation (the “Agreement”). Since that date, we have been engaged in an extensive review of all of the company’s agreements, plans, and practices to determine whether modifications are required in order to comply with the requirements of Section 409A of the Internal Revenue Code and the final regulations that were issued by the Internal Revenue Service in the spring. Based on a review of the Agreement, it has been determined that minor modifications to the Agreement are required. This letter and your acceptance of its provisions will be considered an amendment to the Agreement.

          Sections 3.2(a) and 3.2(b) of the Agreement are amended to provide that annual incentive compensation will be paid by March 15th of the year following the year to which such compensation is attributable.

          Section 4.3 of the Agreement is amended to revise the definition of “Good Reason” to conform to the Code Section 409A safe harbor for involuntary separation from service by deleting the first two sentences in Section 4.3 from the Agreement and by substituting the following in lieu thereof as the first two sentences in Section 4.3 of the Agreement:

4.3 Termination by Executive for Good Reason. Executive may terminate his employment with ProAssurance for Good Reason. For purposes of this Agreement, “Good Reason” shall constitute any of the following circumstances if they occur without the Executive’s express written consent during the Term: (i) if the Board shall refuse or fail to reelect Executive to the office of Chief Executive Officer of ProAssurance or should change the duties and responsibilities of Executive in a manner that is a material diminution of the duties and responsibilities of the Chief Executive Officer under the bylaws of ProAssurance as currently in effect; (ii) ProAssurance shall require that the Executive’s primary location of employment be more than 100 miles from the location of ProAssurance’s principal offices as of the date of this Agreement; (iii) a material reduction in the Executive’s Base Salary as set forth in Section 3.1 hereof; (iv) a material breach by ProAssurance of any provision of this Agreement; or (v) the

Mr. W. Stancil Starnes
January 1, 200
Page 2

election by ProAssurance not to automatically extend the Term of this Agreement as provided in Section 1 hereof.

          Section 5.2 of the Agreement is amended to provide for the payment of Severance Benefits in accordance with the requirements of Code Section 409A by deleting Section 5.2(a) in its entirety from the Agreement and substituting the following in lieu thereof as Section 5.2(a) of the Agreement:

(a) If, (I) during the Term, (x) ProAssurance terminates the employment of Executive for any reason other than Cause, death, Disability or Retirement, or (y) Executive terminates his employment with ProAssurance for Good Reason, or (z) this Agreement is automatically terminated upon a Change of Control (as provided in Section 8.2 hereof), and (II) the Executive signs the release form that is attached to this Agreement as Exhibit C (the “Release”) within sixty (60) days after either the Date of Termination or the effective date of the Change of Control, whichever is applicable, the Executive shall receive an amount equal to a sum of the amounts payable as Base Salary from the Date of Termination to the end of the Term at the then current rate (the “Severance Benefits”). Subject to the delivery of the executed Release by Executive, the Severance Benefits shall be paid in cash or good funds in equal monthly installments during the Restricted Period (as defined in Section 6.1 hereof) commencing on the fifteenth day of the calendar month that occurs not less than seven (7) days after the execution of the Release and ending on the first day of the last full calendar month in the Restricted Period; provided that the obligation of ProAssurance to pay such Severance Benefits to the Executive after termination of employment shall be subject to termination as herein provided in the event Executive violates the covenants under Section 6.1 hereof; and provided further that the payment of such Severance Benefits shall be payable by ProAssurance in lump sum on the automatic termination of this Agreement upon a Change of Control. ProAssurance shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(b)(i), the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event that payments are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to the six (6) month period shall be made to Executive on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any Severance Benefits which are not subject to the requirements of Section 409A of the Code by reason of (i) their being separation pay upon an involuntary separation from service or their being paid on account of a Change of Control and (ii) their otherwise

Mr. W. Stancil Starnes
January 1, 200
Page 3

meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be reduced as a result of such modification or adjustment.

          The amendments to the Agreement will be effective January 1, 2008. If you are in agreement with these amendments, please return a signed copy of this letter to me.

Sincerely,

ProAssurance Corporation

By

Accepted on this 26^th day of February, 2008.

W. Stancil Starnes

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) is made and entered into by and between ProAssurance Corporation, a Delaware corporation (“ProAssurance”) and Paul R. Butrus, an individual (the “Butrus”) effective as of January 1, 2008 (the “Effective Date”).

RECITALS:

          Butrus has served as an executive officer of ProAssurance and its predecessors and subsidiaries, Medical Assurance, Inc. (“MAI”) and The Medical Assurance Company, Inc. (“TMAC”) since their respective dates of organization. Butrus intends to resign each of his positions as an officer or director of ProAssurance’s subsidiaries. Butrus will continue as an employee of ProAssurance (or a subsidiary) in a non-executive capacity, and he will continue as a director on Board of ProAssurance’s Board of Directors. ProAssurance and Butrus desire to to enter into this agreement to set forth the terms and conditions of Butrus’s employment with ProAssurance from and after his resignation.

          NOW, THEREFORE, THESE PREMISES CONSIDERED, Butrus and ProAssurance hereby agree as follows:

     1. Resignation. Butrus hereby resigns as an officer and director of each of the direct and indirect subsidiaries of ProAssurance of which he is an officer or director Effective Date.

     2. Employment Term. ProAssurance hereby employs Butrus, and Butrus accepts employment, upon the terms and conditions of this Agreement for the term running from the Effective Date to and including December 31, 2008 (the “Term”).

     3. Offices; Directorship; Other Activities.

     3.1 Office and Duties.

          (a) From and after the Effective Date, Butrus shall perform such duties as may be requested from time to time by the Chief Executive Officer of ProAssurance, which duties shall be related to and consistent with the areas of responsibility and duties assigned to Butrus as an executive officer of ProAssurance.

          (b) Butrus shall devote such attention and time to the business and affairs of ProAssurance as may be reasonably required to discharge his duties under this Agreement.

     3.2 Other Activities. Butrus may directly or indirectly participate in other business ventures, investments or charitable organizations, and may also deliver lectures, fulfill speaking engagements or teach at educational institutions and may manage personal investments, so long as such activities do not materially interfere with Butrus’s responsibilities to ProAssurance; provided that Butrus may not invest in any business that does business with, or competes with, ProAssurance except for investment in a business where Butrus’s percentage of ownership is insignificant; and provided further that Butrus shall remain subject to the restrictions set forth in the ProAssurance Code of Ethics and Conduct.

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     4. Compensation and Benefits.

     4.1 Base Salary. Butrus will continue his 2007 base salary through December 31, 2007. For the 2008 calendar year, ProAssurance will pay to Butrus a base salary at the rate of $300,000 per annum (“Base Salary”). Base Salary will be payable in periodic installments in accordance with ProAssurance’s customary practices. Amounts payable will be reduced by standard withholding and other authorized deductions.

     4.2 Other Incentive Compensation. ProAssurance will pay Butrus the annual incentive compensation for the calendar year ending December 31, 2007, if and to the extent that the incentive compensation is earned in accordance with the 2007 Incentive Award Guidelines as adopted by the Board on March 7, 2007. The annual incentive compensation will be paid at such time and manner as the annual incentive compensation is paid to ProAssurance’s senior executive officers consistent with past practice but not later than March 15, 2008; provided that payment of such incentive compensation shall be subject to and conditioned upon Butrus’s employment with ProAssurance with ProAssurance on December 31, 2007.

     4.3 Outstanding Equity Compensation. During the Term, Butrus shall continue as a participant under the 1995 Incentive Compensation Stock Plan, as amended (the “1995 Plan”) and the 2004 Equity Incentive Plan, as amended (the “2004 Plan”). All grant agreements for stock options granted under the 1995 Plan and the 2004 Plan and performance share agreements for performance shares granted under the 2004 Plan in effect on the Effective Date shall continue and remain in effect in accordance with their respective terms.

     4.4 Other Savings and Retirement Plans. During the Term, Butrus shall be entitled to participate in all savings and retirement plans, practices, policies and programs applicable generally to other employees of ProAssurance. The current savings and retirement plans, all of which may be terminated or amended by the Board, include the Equity Plan, the Executive Non-Qualified Excess Plan and Trust, the Amended and Restated ProAssurance Corporation Stock Ownership Plan, and the ProAssurance Group Savings and Retirement Plan.

     4.5 Welfare Benefit Plans. During the Term, Butrus shall be eligible for participation in and shall receive all benefits under welfare benefit plans (including group health, disability and life insurance plans and programs) as shall be in effect from time to time, to the extent applicable to other employees of ProAssurance.

     4.6 Reimbursement of Expenses. Butrus shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Butrus in accordance with the policies, practices and procedures generally applicable to senior executive officers of ProAssurance.

     4.7 Office and Support Staff. ProAssurance shall provide Butrus an office and clerical support.

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     4.8 Vacations and Leave. Butrus shall be entitled to vacation and sick leave (without loss of pay) in accordance with ProAssurance’s policies in effect from time to time, and other personal and family leave as may be provided by law.

     4.9 Conflict. In the event of any conflict between this Agreement and the terms of any benefit, severance, deferred compensation, incentive or similar plan or agreement in which Butrus is or becomes a participant during the Term (other than a stockholder-approved plan or ERISA plan), the provisions of this Agreement shall apply unless Butrus makes specific written election otherwise, but Butrus shall not be entitled to duplicative payments or benefits.

     5. Termination of Employment.

     5.1 Death, Disability or Retirement. Butrus’s employment shall terminate upon Butrus’s death, Disability or Retirement during the Term.

          (a) For purposes of this Agreement, “Disability” means a serious injury or illness that requires Butrus to be under regular care of a licensed medical physician and renders Butrus incapable of performing the essential function of Butrus’s position for twelve (12) consecutive months as determined by the Board in good faith and upon receipt of and in reliance on competent medical advice from one or more individuals selected by the Board, who are qualified to give professional medical advice. Butrus will submit to such medical or psychiatric examinations and tests as such medical professional deems necessary to make any determination of Butrus’s Disability and consent to such medical professional sharing the results of such examination with a representative of the Board.

          (b) For purposes of this Agreement, “Retirement” means voluntary retirement by Butrus when eligible to receive retirement benefits under a retirement plan then in effect for ProAssurance, Butrus having reached the age of mandatory retirement (if such requirement then exists for ProAssurance’s senior Executive officers) or any other retirement by Butrus with the consent of the Board. ProAssurance acknowledges that Butrus is eligible for retirement at his election.

     5.2 Termination by ProAssurance with Cause. ProAssurance may terminate Butrus’s employment during the Term for Cause. For purposes of this Agreement, the term “Cause” means: (i) Butrus has been convicted in a federal or state court of a crime classified as a felony; (ii) action or inaction by Butrus (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of ProAssurance or its subsidiaries which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Butrus’s office, and (B) such action or inaction has adversely affected or is likely to adversely affect the business of ProAssurance or its subsidiaries, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of Butrus to the detriment of ProAssurance; or (iii) Butrus has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, Butrus’s job duties and the failure was not cured within 45 days after written notice from ProAssurance. Any termination of Butrus’s employment by ProAssurance for Cause shall

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be communicated by a Notice of Termination (as defined in Section 5.4 below) to Butrus, which Notice of Termination shall be in writing and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Butrus’s employment under this provision. Butrus shall not be deemed to have been terminated for Cause unless and until (x) he receives a Notice of Termination from ProAssurance; (y) he is given the opportunity to be heard before the Board; and (z) the Board finds in its good faith opinion, Butrus was guilty of the conduct set forth in the Notice of Termination.

     5.3 Termination by Butrus for Good Reason. Butrus may terminate his employment with ProAssurance for Good Reason. For purposes of this Agreement, “Good Reason” shall constitute any of the following circumstances if they occur without Butrus’ express written consent during the Term: (i) a material reduction in Butrus’s Base Salary as set forth in Section 4.1 hereof; or (ii) a breach by ProAssurance of any provision of this Agreement in any material respect; or (iii) the occurrence of a Change of Control (as herein defined). Except with respect to a Change of Control, Butrus must provide ProAssurance with a Notice of Termination no later than 45 calendar days after Butrus knows or should have known that Good Reason has occurred. Following delivery of Butrus’s Notice of Termination, ProAssurance shall have 45 calendar days to rectify the circumstances causing the Good Reason. If ProAssurance fails to rectify the events causing Good Reason within said 45 day period, or if ProAssurance delivers to Butrus written notice stating that the circumstances cannot or shall not be rectified, Butrus shall be entitled to assert Good Reason and terminate employment as of the expiration of the 45 day period after delivery of Butrus’s Notice of Termination. Should Butrus fail to provide the required Notice of Termination in a timely manner, Good Reason shall not be deemed to have occurred as a result of the event. The Term shall not be deemed to have expired during the notice period, however, as long as Butrus has provided Notice of Termination within the Term.

          For purposes of this Agreement, the following terms have the meanings set forth below:

          (a) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (b) “Person” is used as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

          (c) “Beneficial Ownership” is used as such term is used within the meaning of Rule 13d-3 promulgated under the Exchange Act.

          (d) “Change of Control” shall mean the occurrence during the Term of any one of the following events:

               (i) an acquisition of the voting securities of ProAssurance by any Person, immediately after which such Person has Beneficial Ownership of more than 50.1% of the combined voting power of ProAssurance’s then outstanding voting securities;

               (ii) a merger, consolidation or reorganization involving ProAssurance in which an entity other than ProAssurance is the surviving entity or in which ProAssurance is the surviving entity and the stockholders of ProAssurance immediately preceding such transaction will own less than 50.1% of the outstanding voting securities of the surviving entity; or

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               (iii) the sale or other disposition of substantially all of the assets of ProAssurance (as defined in the regulations under Section 409A of the Code) and ProAssurance ceases to function on a going forward basis as an insurance holding company system that provides medical professional liability insurance.

          The transactions as described in (i), (ii) and (iii) shall be referred to as “Change of Control Transactions.” In no event shall a Change of Control be deemed to have occurred, with respect to Butrus, if Butrus is part of a purchasing group which consummates a Change of Control Transaction. Butrus shall be deemed “part of a purchasing group” for purposes of the preceding sentence if Butrus is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for passive ownership of less than 5% of the stock of the purchasing company or ownership of equity participation in the purchasing company or group as a result of the conversion or exchange of ProAssurance’s common stock beneficially owned by Butrus.

     5.4 Notice and Date of Termination. Any termination by ProAssurance, or by Butrus, shall be communicated by Notice of Termination to the other party given in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice of Termination” is a written notice which indicates the specific termination provision in this Agreement relied upon and sets forth such additional information as may be required in Section 5.2 or Section 5.3 hereof, to the extent applicable. The “Date of Termination” means (i) if Butrus’s employment is terminated by ProAssurance for Cause, the Date of Termination shall be as of the date of Butrus’s receipt of ProAssurance’s Notice of Termination; (ii) if Butrus’s employment is terminated by Butrus for Good Reason, the Date of Termination shall be the last day of the 45 day period after delivery of Butrus’s Notice of Termination; (iii) if Butrus’s employment is terminated due to a Change of Control, the Date of Termination shall be the date of closing of the Change of Control Transaction; (iv) if Butrus’s employment is terminated by reason of death of Butrus, the date of death shall be the Date of Termination; or (v) if Butrus’s employment is terminated by reason of Disability, the Date of Termination shall be the date of determination of Disability by the Board; (vi) if Butrus’s employment is terminated by reason of Retirement, the Date of Termination shall be the last day of employment of Butrus; (vii) if Butrus’s employment is terminated by ProAssurance other than for Cause, death, Disability or Retirement, the Date of Termination shall be the date of receipt of the Notice of Termination by Butrus.

     6. Certain Benefits Upon Termination.

     6.1 Accrued Salary and Benefits. Butrus shall be entitled to receive the following upon any termination of employment: (i) accrued and unpaid Base Salary as of the Date of Termination; (ii) if the termination occurs during 2008, unpaid annual incentive compensation payable under Section 3.2(a) hereof; (iii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of ProAssurance with respect to terminated employees generally; and (iv) benefits under ProAssurance’s employee benefit plans in which Butrus was a participant on the Date of Termination, which benefits shall be vested, paid or provided in accordance with the terms of said employee benefit plans.

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     6.2 Severance Benefits.

          (a) If at any time prior to December 31, 2008, ProAssurance terminates the employment of Butrus for any reason other than Cause, death, Disability or Retirement, or if Butrus terminates his employment with ProAssurance for Good Reason, and Butrus, within sixty (60) days after the Date of Termination, signs the release form that is attached to this Agreement as Exhibit A (the "Release”), Butrus shall receive an amount equal to a sum of the amounts that would otherwise be payable hereunder as Base Salary during the period commencing on the Date of Termination and ending on December 31, 2008 (the “Severance Benefits”). Subject to the delivery of the executed Release by Butrus, the Severance Benefits shall be paid by continuing the payment of Butrus’ Base Salary in each payroll period through December 31, 2008, except that payment of Severance Benefits shall be deferred until seven (7) days after the execution of the Release at which time any deferred amounts shall be paid. Notwithstanding anything herein it to the contrary, unpaid Severance Benefits shall be subject to termination under provisions of Section 7.2 hereof in the event Butrus should violate the covenant set forth therein and unpaid Severance Benefits shall be payable in lump sum by ProAssurance on termination of this Agreement by Butrus for Good Reason as a result of a Change of Control seven (7) days after the execution of the Release. ProAssurance shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if Butrus is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event payments are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to the six (6) month period shall be made to Butrus on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any Severance Benefits which are not subject to the requirements of Code Section 409A by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and imitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of the Severance Benefits be reduced as a result of such modification or adjustment.

          (b) Butrus shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of severance benefits provided under this Agreement by seeking employment or otherwise.

     6.3 Parachute Payment Tax Reimbursement.

          (a) If any payment or benefit within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), to Butrus for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with ProAssurance or a Change of Control (as defined in Section 5.3(d) hereof) (a “Payment” or “Payments”), will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Butrus with respect to such excise tax (such excise tax, together with such interest and penalties are collectively referred to as the “Excise Tax”), then Butrus will be entitled to receive an additional payment (a “Gross Up Payment”). The amount of the Gross Up Payment will be such that after payment by Butrus of all taxes (including any interest or penalties, other than interest and

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penalties imposed by reason of Butrus’s failure to file a timely tax return or pay taxes shown due on his return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross Up Payment, Butrus retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Payments.

          (b) An initial determination as to whether a Gross Up Payment is required pursuant to this Agreement and the amount of such Gross Up Payment shall be made by the income tax accountants of ProAssurance. The tax accountants shall provide their determination (“Determination”) together with detailed supporting calculations and documentation to ProAssurance and Butrus within a reasonable time after the Date of Termination and if the tax accountants determine that no Excise Tax is payable by Butrus with respect to a Payment or Payments, it shall furnish Butrus with an opinion reasonably acceptable to Butrus that no Excise Tax will be imposed with respect to any Payment or Payments. Within ten days of the delivery of the Determination to Butrus, Butrus shall have the right to dispute the Determination. The Gross Up Payment, if any, as determined pursuant to this Section 6.3(b) shall be paid by ProAssurance to Butrus within 30 days of the receipt of the Determination. The existence of the Dispute shall not in any way affect Butrus’s right to receive Gross Up Payments in accordance with the Determination. Upon the final resolution of a Dispute, ProAssurance shall promptly pay Butrus any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon ProAssurance and Butrus.

          7. Non-Competition.

     7.1 Non-Competition; Nonsolicitation of Employee. Butrus will not during the Restricted Period (herein defined):

          (a) become Employed by a Competitor Company that offers, sells or markets medical professional liability insurance in the primary market area of the Companies, except that Butrus may be employed with a Competitor Company so long as and on the condition that Butrus does not participate in the medical professional liability insurance business of the Competitor Company; or

          (b) solicit or induce any employees of the Companies to leave such employment or accept employment with any other person or entity, or solicit or induce any insurance agent of the Companies to offer, sell or market medical professional liability insurance for a competitor company in the primary market area of the Companies;

          “Companies” means any direct or indirect subsidiary of ProAssurance that, now or in the future, offers medical professional liability insurance or non-risk bearing products and services related to underwriting, claims or risk management, or indemnification for medical professional liability, and any other company that has succeeded to the business of any of the Companies.

          “Competitor Company” means an insurance company, insurance agency, business, for profit or not for profit organization (other than the Companies) that provides, or offers to provide medical professional liability insurance to health care providers.

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          “Employed” includes activities as an owner, proprietor, employee, agent, solicitor, partner, member, manager, principal, shareholder (owning more than 1% of the outstanding stock), consultant, officer, director or independent contractor.

          “Health care providers” means physicians, dentists, podiatrists, physician assistants, nurse practitioners, other individual health care providers and hospital and other institutional health care providers.

          “Medical professional liability insurance” means medical malpractice insurance and reinsurance, and equivalent self-insured services such as administration of self-insured trusts, claims management services and risk management services for health care providers. “Medical professional liability insurance” does not include services provided as an employee of a health care provider if such services are rendered solely for the purpose of servicing medical professional liability risk of the employer or that of its employees.

          “Primary market area” means any state in which any one or more of the Companies derived more than $15 million in revenues from the sale of medical professional liability insurance and non-risk bearing medical professional liability services or products to health care providers in the most recent complete fiscal year prior to the Date of Termination.

          “Restricted Period” means a period of 12 months from the Date of Termination.

     7.2 Remedies for Breach. If Butrus is deemed to have materially breached the non-competition covenants set forth in Section 7.1 of this Agreement, ProAssurance may, in addition to seeking an injunction or any other remedy they may have, withhold or cancel any remaining payments of Severance Benefits due to Butrus pursuant to Section 6.2 of this Agreement. ProAssurance shall give prior or contemporaneous written notice of such withholding or cancellation of payments in accordance with Section 6.2 hereof. If Butrus violates any of these restrictions, the Companies shall be further entitled to an immediate preliminary and permanent injunctive relief, without bond, in addition to any other remedy which may be available to ProAssurance.

     7.3 Reasonableness of Restrictions. ProAssurance and Butrus agree that the restrictions in this Agreement are fair and reasonable in all respects, including the geographic and temporal restrictions, and that the benefits described in this Agreement, to the extent any separate or special consideration is necessary, are fully sufficient consideration for Butrus’s obligations under this Agreement.

     7.4 Confidentiality. Butrus will remain obligated under any confidentiality or nondisclosure agreement with the Companies (or any of them) that is currently in effect or to which Butrus may in the future be bound. In the event that Butrus is at any time not the subject of a separate confidentiality or nondisclosure agreement with the Companies (or any of them), Butrus expressly agrees that Butrus shall not use for Butrus’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm, association or company any confidential or competitive material or information of the Companies or their subsidiaries, including without limitation, any information regarding insureds or other customers, actual or prospective, and the contents of their files; marketing, underwriting

8

or financial plans or analyses which is not a matter of public record; claims practices or analyses which are not matters of public record; pending or past litigation in which the Companies have been involved and which is not a matter of public record; and all other strategic plans, analyses of operations, computer programs, personnel information and other proprietary information with respect to the Companies which are not matters of public record. Butrus shall return to the Companies promptly, and in no event later than the Date of Termination, all items, documents, lists and other materials belonging to the Companies or their subsidiaries, including but not limited to, credit, debit or service cards, all documents, computer tapes, or other business records or information, keys and all other items in Butrus’s possession or control.

     8. Indemnification. In addition to any indemnification required by law, under the Certificate of Incorporation or Bylaws of ProAssurance or any of the Companies (as defined in Section 6.1 hereof), or under a policy of insurance owned by ProAssurance or the Companies, ProAssurance shall provide Butrus indemnification under the terms and conditions of his current Indemnification Agreement with ProAssurance.

     9. Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or commercial courier or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses as set forth below or to such other address as one party may have furnished to the other in writing in accordance herewith.

          Notice to Butrus:

          Notice to the Companies:

ProAssurance Corporation
Mailing Address:
P. O. Box 590009
Birmingham, Alabama 35259-0009

Street Address:
100 Brookwood Place
Birmingham, Alabama 35209
Attention: Corporate Secretary

     10. Arbitration. ProAssurance and Butrus agree that final and binding arbitration shall be the sole recourse to settle any claim or controversy arising out of or relating to a breach or the interpretation of this Agreement, except as either party may be seeking injunctive relief. Either party may file a demand for arbitration. The arbitration shall be held at a mutually agreeable location, and shall be subject to and in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect; provided that if the location cannot be agreed upon the arbitration shall be held in Birmingham, Alabama. The arbitrator may award

9

any and all remedies allowable by the cause of action subject to the arbitration, but the arbitrator’s sole authority shall be to interpret and apply the provisions of this Agreement. In reaching its decision the arbitrator shall have no authority to change or modify any provision of this Agreement or other written agreement between the parties. The arbitrator shall have the power to compel the attendance of witnesses at the hearing. Any court having jurisdiction may enter a judgment based upon such arbitration. All decisions of the arbitrator shall be final and binding on the parties without appeal to any court. Upon execution of this Agreement, Butrus shall be deemed to have waived any right to commence litigation proceedings regarding this Agreement outside of arbitration or injunctive relief without the express consent of ProAssurance. ProAssurance shall pay all arbitration fees and the arbitrator’s compensation. If Butrus prevails in the arbitration proceeding, ProAssurance shall reimburse to Butrus the reasonable fees and expenses of Butrus’s personal counsel for his or her professional services rendered to Butrus in connection with the enforcement of this Agreement.

     11. Miscellaneous.

     (a) Except insofar as this provision may be contrary to applicable law, no sale, transfer, alienation, assignment, pledge, collateralization or attachment of any benefits under this Agreement shall be valid or recognized by ProAssurance.

     (b) This Agreement sets forth the entire agreement between the parties with respect to the matters set forth herein. This Agreement may not be modified or amended except by written agreement intended as such and signed by all parties.

     (c) This Agreement shall benefit and be binding upon the parties and their respective directors, officers, employees, representatives, agents, heirs, successors, assigns, devisees, and legal or personal representatives.

     (d) ProAssurance, from time to time, shall provide government agencies with such reports concerning this Agreement and copies thereof as may be required by law, and shall provide Butrus with such disclosure concerning this Agreement as may be required by law or as ProAssurance may deem appropriate.

     (e) Butrus and ProAssurance respectively acknowledge that each of them has read and understand this Agreement, that they have each had adequate time to consider this Agreement and discuss it with each of their attorneys and advisors, that each of them understands the consequences of entering into this Agreement, that each of them is knowingly and voluntarily entering into this Agreement, and that they are each competent to enter into this Agreement.

     (f) If any provision of this Agreement is determined to be unenforceable, at the discretion of ProAssurance the remainder of this Agreement shall not be affected but each remaining provision shall continue to be valid and effective and shall be modified so that it is enforceable to the fullest extent permitted by law.

     (g) This Agreement will be interpreted as a whole according to its fair terms. It will not be construed strictly for or against either party.

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     (h) Except to the extent that federal law controls, this Agreement is to be construed according to Delaware law.

[Signatures on following page]

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          IN WITNESS WHEREOF, the parties have duly executed this Agreement on February 26, 2008 to be effective as of the Effective Date

Paul R. Butrus
PROASSURANCE CORPORATION
By:
	Victor T. Adamo, President

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EXHIBIT A

RELEASE IN CONJUNCTION WITH SEVERANCE COMPENSATION

          This Release of Claims (“Release”) is between ProAssurance Corporation (“ProAssurance”), and any successor company that has assumed the Agreement to which this Release was an attachment (all such organizations being referred to in this Release as the “Companies”) and Paul R. Butrus (“Butrus”).

          The Companies and Butrus have agreed to terminate their employment relationship. To effect an orderly termination, Butrus, and the Companies are entering into this Release.

     1. For the purposes of this Release, “Date of Termination” is the effective date of Butrus’s termination of employment from Companies. Butrus hereby waives any and all rights Butrus may otherwise have to continued employment with or re-employment by the Companies or any parent, subsidiary or affiliate of Companies.

     2. Effective with the Date of Termination, Butrus is relieved of all duties and obligations to the Companies, except as provided in this Release or any applicable provisions of the Employment Agreement between Companies and Butrus, effective as of ___, 2007 (“Agreement”), which survive termination of the employment relationship.

     3. Butrus agrees that this Release and its terms are confidential and shall not be disclosed or published directly or indirectly to third persons, except as necessary to enforce its terms, by Butrus or to Butrus’s immediate family upon their agreement not to disclose the fact or terms of this Release, or to Butrus’s attorney, financial consultant or accountant, except that Butrus may disclose, as necessary, the fact that Butrus has terminated Butrus’s employment with the Companies.

     4. Any fringe benefits that Butrus has received or currently is receiving from the Companies or its affiliates shall cease effective with the Date of Termination, except as otherwise provided for in this Release, in the Agreement or by law.

     5. The parties agree that the terms contained and payments provided for in the Agreement are compensation for and in full consideration of Employee’s release of claims under this Release, and Butrus’s confidentiality, non-compete, non-solicitation and non-disclosure agreements contained in the Agreement.

     6. Butrus shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits (as defined and provided under the Agreement) by seeking employment or otherwise, provided, however, that Butrus shall be required to notify the Companies if Butrus becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under the Agreement shall cease.

     7. Butrus waives, releases, and forever discharges the Companies and each of their direct or indirect parents, subsidiaries, affiliates, and any partnerships, joint ventures or other entities involving or related to any of the Companies, their parents, subsidiaries or affiliates, and

A-1

all present or former employees, officers, agents, directors, successors, assigns and attorneys of any of these corporations, persons or entities (all collectively referred to in this Release as the “Released”) from any and all claims, charges, suits, causes of action, demands, expenses and compensation whatsoever, known or unknown, direct or indirect, on account of or growing out of Butrus’s employment with and termination from the Companies, or relationship or termination of such relationship with any of the Released, or arising out of related events occurring through the date on which this Release is executed. This includes, but is not limited to, claims for breach of any employment contract; handbook or manual; any express or implied contract; any tort; continued employment; loss of wages or benefits; attorney fees; employment discrimination arising under any federal, state, or local civil rights or anti-discrimination statute, including specifically any claims Butrus may have under the federal Age Discrimination in Employment Act, as amended, 29 USC §§ 621, et seq.; emotional distress; harassment; defamation; slander; and all other types of claims or causes of action whatsoever arising under any other state or federal statute or common law of the United States.

     8. Butrus does not waive or release any rights or claims that may arise under the federal Age Discrimination in Employment Act, as amended, after the date on which this Release is executed by Butrus.

     9. Butrus acknowledges and agrees that Butrus has been advised in writing by this Release, and otherwise, to CONSULT WITH AN ATTORNEY before Butrus executes this Release.

     10. Butrus agrees that Butrus received a copy of this Release prior to executing the Agreement, that this Release incorporates the Companies’ FINAL OFFER; that Butrus has been given a period of at least twenty-two (22) calendar days within which to consider this Release and its terms and to consult with an attorney should Butrus so elect.

     11. Butrus shall have seven (7) calendar days following Butrus’s execution of this Release to revoke this Release. Any revocation of this Release shall be made in writing by Butrus and shall be received on or before the time of close of business on the seventh calendar day following the date of the Employee’s execution of this Release at ProAssurance’s address at 100 Brookwood Place, P. O. Box 590009, Birmingham, Alabama 35259-0009, Attention: Chairman, or such other place as the Companies may notify Butrus in writing. This Release shall not become effective or enforceable until the eighth (8^th) calendar day following Butrus’s execution of this Release.

     12. Butrus and the Companies acknowledge that they have read and understand this Release, that they have had adequate time to consider this Release and discuss it with their attorneys and advisors, that they understand the consequences of entering into this Release, that they are knowingly and voluntarily entering into this Release, and that they are competent to enter into this Release.

     13. This Release shall benefit and be binding upon the parties and their respective directors, officers, employees, agents, heirs, successors, assigns, devisees and legal or personal representatives.

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     14. This Release, along with the attached Agreement, sets forth the entire agreement between the parties at the time and date these documents are executed, and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter in this Release. This Release may not be modified or amended except by a written agreement intended as such, and signed by all parties.

     15. Except to the extent that federal law controls, this Release is to be construed according to the law of the state of Delaware.

     16. If any provision of this Release is determined to be unenforceable, at the discretion of ProAssurance the remainder of this Release shall not be affected but each remaining provision or portion shall continue to be valid and effective and shall be modified so that it is enforceable to the fullest extent permitted by law.

     17. To signify their agreement to the terms of this Release, the parties have executed it on the date set forth opposite their signatures, or those of their authorized agents, which follow.

Dated:
	Paul R. Butrus
	PROASSURANCE CORPORATION
Dated:	By:

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EX-10.12

Oct. 25, 2007

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. The Employer should obtain legal and tax advice from its professional advisors before adopting the Plan. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made bv the Employer in this Adoption Agreement.

Principal Life Insurance Company, Raleigh, NC 27612
A member of the Principal Financial Group®

THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN

AMENDED AND RESTATED
ADOPTION AGREEMENT

     THIS AGREEMENT is the adoption by ProAssurance Group Services Corporation (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).

W I T N E S S E T H :

     WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

     WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

     WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

     NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

     Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

ARTICLE II

The Employer hereby makes the following designations or elections for the purpose of the Plan:

2.6	Committee:		The duties of the Committee set forth in the Plan shall be satisfied by:
	—	(a)	Company.
	XX	(b)	The administrative committee appointed by the Board to serve at the pleasure of the Board.
	—	(c)	Board.
	—	(d)	Other (specify):	.

2.8	Compensation:		The “Compensation” of a Participant shall mean all of a Participant’s:
	XX	(a)	Base salary.
	—	(b)	Service Bonus.
	—	(c)	Performance-Based Compensation earned in a period of 12 months or more.
	—	(d)	Commissions.
	XX	(e)	Compensation received as an Independent Contractor reportable on Form 1099.
	—	(f)	Other:	.

2.9  Crediting Date: The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:

—	(a)	The last business day of each Plan Year.
—	(b)	The last business day of each calendar quarter during the Plan Year.
—	(c)	The last business day of each month during the Plan Year.
—	(d)	The last business day of each payroll period during the Plan Year.
—	(e)	Each pay day as reported by the Employer.
XX	(f)	Any business day on which Participant Deferrals are received by the Provider.
—	(g)	Other:	.

2.13	Effective Date:
	—	(a)	This is a newly-established Plan, and the Effective Date of the Plan is
			.
	XX	(b)	This is an amendment and restatement of a plan named The Executive Nonqualified Excess Plan of ProAssurance Group with an effective date of January 1, 2005, amended January 1, 2007, The Effective Date of this amended and restated Plan is January 1, 2008. This is amendment number 3.

		See Exhibit A.
XX	(i)	All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated Plan.
—	(ii)	Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.

2

2.20 Normal Retirement Age: The Normal Retirement Age of a Participant shall be:

___	(a)	Age ___.
___	(b)	The later of age ___ or the ___ anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.
XX	(c)	Other: Age 55 and 5 Years of Service.

2.23 Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer	Address	Telephone No.	EIN
ProAssurance Group Services Corporation	100 Brookwood Place Suite 300	(205) 877-4400	63-12185505
	Birmingham, AL 35209
ProAssurance Corporation	100 Brookwood Place Suite 300	(205) 877-4400	63-1261433
	Birmingham, AL 35209
The Medical Assurance Company, Inc.	100 Brookwood Place Suite 300	(205) 877-4400	63-0720042
	Birmingham, AL 35209
Woodbrook Casualty Insurance, Inc.	100 Brookwood Place Suite 300	(205) 877-4400	55-0666866
	Birmingham, AL 35209
IAO, Inc. dba Mutual Assurance Agency	100 Brookwood Place Suite 300	(205) 877-4400	63-0725911
	Birmingham, AL 35209
ProNational Insurance Company	100 Brookwood Place Suite 300	(205) 877-4400	38-2317569
	Birmingham, AL 35209
Red Mountain Casualty Insurance Company, Inc.	100 Brookwood Place Suite 300	(205)877-4400	36-3990058
	Birmingham, AL 35209
NCRIC, Inc.	100 Brookwood Place Suite 300	(205) 877-4400	52-1194407
	Birmingham, AL 35209

3

Name of Employer	Address	Telephone No.	EIN
Physicians Insurance Company of Wisconsin, Inc.	100 Brookwood Place Suite 300	(205) 877-4400	39-1567580
	Birmingham, AL 35209

2.26	Plan: The name of the Plan is The Executive Nonqualified Excess Plan of ProAssuranee Group.
2.28	Plan Year: The Plan Year shall end each year on the last day of the month of December.
2.30	Seniority Date: The date on which a Participant has:

XX	(a)	Attained age 55.
___	(b)	Completed ___Years of Service from First Date of Service.
___	(c)	Attained age ___ and completed ___ Years of Service from First Date of Service.
___	(d)	Attained an age as elected by the Participant.
___	(e)	Not applicable — distribution elections for Separation from Service are not based on Seniority Date.

4.1 Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

XX	(a)	Base salary:
			minimum deferral:	1%
			maximum deferral:	$                     or      75     %
____	(b)	Service Bonus:
			minimum deferral:	%
			maximum deferral:	$                     or                     %
____	(c)	Performance-Based Compensation:
			minimum deferral:	%
			maximum deferral:	$                     or                     %
____	(d)	Commissions:
			minimum deferral:	%
			maximum deferral :	$                     or                     %
XX	(e)	Form 1099 Compensation:
			minimum deferral:	%
			maximum deferral:	$                     or      100     %

4

____	(f)	Other:
			minimum deferral:	%
			maximum deferral:	$                     or                     %
____	(g)	Participant deferrals not allowed.

4.2 Employer Credits: Employer Credits will be made in the following manner:

XX	(a)	Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
		___	(i)	An amount determined each Plan Year by the Employer.
		XX	(ii)	Other: See attached Exhibit C.
___	(b)	Other Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
		___	(i)	An amount determined each Plan Year by the Employer.
		___	(ii)	Other:
___	(c)	Employer Credits not allowed.

5.2 Disability of a Participant:

XX	(a)	Participants may elect upon initial enrollment to have accounts distributed upon becoming Disabled.
___	(b)	Participants may not elect to have accounts distributed upon becoming Disabled.

5.3   Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:

___	(a)	An amount to be determined by the Committee.
___	(b)	Other:
XX	(c)	No additional benefits.

5.4	In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:
	___	(a)	In-Service Accounts are allowed with respect to:
			___	Participant Deferral Credits only.
			___	Employer Credits only.
			___	Participant Deferral and Employer Credits.
			In-service distributions may be made in the following manner:
			___	Single lump sum payment.
			___	Annual installments over a term certain not to exceed ___years.
			Education Accounts are allowed with respect to:
			___	Participant Deferral Credits only.
			___	Employer Credits only.
			___	Participant Deferral and Employer Credits.
			Education Accounts distributions may be made in the following manner:
			___	Single lump sum payment.
			___	Annual installments over a term certain not to exceed ___years.
			If applicable, amounts not vested at the time payments due under this Section cease will be:
			___	Forfeited.
			___	Distributed at Separation from Service if vested at that time.
	XX	(b)	No In-Service or Education Distributions permitted.
5.5	Change in Control Event:
	XX	(a)	Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.
		(b)	Participants may not elect to have accounts distributed upon a Change in Control Event.
5.6	Unforeseeable Emergency Event:
	XX	(a)	Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
	___	(b)	Participants may not apply to have accounts distributed upon a Unforeseeable Emergency event.

6

6. Vesting: An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:

___	(a)	Normal Retirement Age.
___	(b)	Death.
___	(c)	Disability.
___	(d)	Change in Control Event.
___	(e)	Other:                                                                                                                                                                       .
XX	(f)	Satisfaction of the vesting requirement as specified below:
	XX	Employer Discretionary Credits:
		XX		(i)		Immediate 100% vesting.
		___	(ii)			100% vesting after ___ Years of Service.
		___	(iii)			100% vesting at age ___.
		___	(iv)			Number of Years			Vested
						of Service			Percentage
						Less than	1		___%
							1		___%
							2		___%
							3		___%
							4		___%
							5		___%
							6		___%
							7		___%
							8		___%
							9		___%
							10	or more	___%
		For this purpose, Years of Service of a Participant shall be calculated from the date designated below:
		___		(1	)	First Day of Service.
		___		(2	)	Effective Date of Plan Participation.
		___		(3	)	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

7

`	____	Other Employer Credits:
		____	(i)	Immediate 100% vesting.
		____	(ii)	100% vesting after Years of Service.
		____	(iii)	100% vesting at age .
		____	(iv)	Number of Years of Service

			Vested
			Percentage
Less than		1	____%
		1	____%
		2	____%
		3	____%
		4	____%
		5	____%
		6	____%
		7	____%
		8	____%
		9	____%
	10 or more		____%

For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

____	(1	)	First Day of Service.
____	(2	)	Effective Date of Plan Participation.
____	(3	)	Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

7.1 Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

(a) Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable

XX	(i)	A lump sum.
XX	(ii)	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
____	(iii)	Other:

8

(b)	Separation from Service on or After Seniority Date, If Applicable
	XX	(i)	A lump sum.
	XX	(ii)	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	___	(iii)	Other:	.
(c)	Separation from Service Upon a Change in Control Event
	XX	(i)	A lump sum.
	XX	(ii)	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	___	(iii)	Other:	.
(d)	Death
	XX	(i)	A lump sum.
	XX	(ii)	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	___	(iii)	Other:	.
(e)	Disability
	XX	(i)	A lump sum.
	XX	(ii)	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	___	(iii)	Other:	.
	If applicable, amounts not vested at the time payments due under this Section cease will be:
	__	Forfeited.
	__	Distributed at Separation from Service if vested at that time.
(f)	Change in Control Event
	XX	(i)	A lump sum.
	XX	(ii)	Annual installments over a term certain as elected by the Participant not to exceed 10 years.
	___	(iii)	Other:	.
	__	(iv)	Not applicable.
	If applicable, amounts not vested at the time payments due under this Section cease will be:
	__	Forfeited.
	__	Distributed at Separation from Service if vested at that time.

 9 

7.4 De Minimis Amounts.

—	(a)	Notwithstanding any payment election made by the Participant, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $                     . In addition, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.
XX	(b)	There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.

10.1 Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:

XX	(a)	Company.
—	(b)	Employer or Participating Employer who employed the Participant when amounts were deferred.

14. Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Sections 2.23 of the Plan shall be amended to read as provided in attached Exhibit A, Section 2.32, 7.1, 17.8 of the Plan shall be amended to read as provided in attached Exhibit B, and Section 4.2 of the Plan shall be amended to read as provided in attached Exhibit C.

— There are no amendments to the Plan.

17.9 Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of Delaware, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.

     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

ProAssurance Group Services Corporation Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007

The Plan is adopted by the following Participating Employers:

ProAssurance Corporation Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007

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The Medical Assurance Company, Inc. Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007

Woodbrook Caualty Issurance Company, Inc. Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007
IAO, Inc. dba Mutual Assurance Agency. Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007
ProNational Inssurance Company Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007
Red Mountain Casualty Insurance Company, Inc. Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007
NCRIC, Inc. Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007
Physicians Insurance Company of Wisconsin, Inc. Name of Employer
By:
	Autorized Person, President
Date: October 25, 2007

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EXHIBIT A

Plan Section 2.13:

The restatement of the Plan on 01/01/2007 was for the purpose of adding Physicians Insurance Company of Wisconsin, Inc. as a Participating Employer.

The restatement of the Plan on 01/01/2008 was for the purpose of complying with the final regulations promulgated under Section 409A of the Internal Revenue Code. The restatement of the Plan applies to (1) deferrals made on and after January 1, 2008, and (2) deferrals made on or after January 1, 2005, and prior to January 1, 2008, which remain in the plan after December 31, 2007 (and earnings on such amounts)

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EXHIBIT B

Plan Section 2.32 shall be amended and superseded to read as follows:

“Service” means employment by the Employer as an Employee, For purposes of the Plan, the employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months (which may, in the discretion of the Committee, be extended to as much as twelve months), or if longer, so long as the Employee’s right to reemployment is provided by either statute or contract. If the Participant is an Independent Contractor, “Service” shall mean the period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee.

Plan Section 17.8 shall be amended and superseded to read as follows:

Merger or Consolidation; Assumption of Plan. Subject to Section 5.5, nothing herein shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any successor entity.

Adoption Agreement Section 7.1 shall be amended by adding the following at the conclusion thereof:

Notwithstanding the foregoing, a Participant may elect a different distribution option with respect to each Plan Year’s Participant Deferral Credits and Employer Credits provided that such election is made prior to the beginning of the Plan Year.

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EXHIBIT C

Section 4.2

     Make Up Matching Credits. Effective on and after January 1, 2005, the Employer will “make up” any matching contributions lost by a Participant under the ProAssurance Group Savings and Retirement Plan (the “Savings Plan”) as a result of such Participant having elected to make salary deferrals to this Plan. This will be accomplished as follows:

     In the event that the Participant elects to make salary deferrals to this Plan during any calendar year and such deferrals result in the Participant not receiving Matching Contributions to the Savings Plan that he or she otherwise would have received in such calendar year, then, the Employer will make matching credits to the Deferred Compensation Account of such Participant. The amount of the matching credit will be equal to (a) the amount of Matching Contributions that would have been allocated to the Participant’s account in the Savings Plan for such calendar year had salary deferrals not been made to this Plan during such year, less (b) the amount of Matching Contributions actually allocated to the Participant’s account for such year. The determination of the amount of Matching Contributions shall be made in accordance with the terms of the Plan in effect for the year in question and by applying the limitation on compensation imposed by Section 401(a)(17) of the Code. Matching credits hereunder will be made as soon as possible after the close of the year to which they relate.

     Additional Matching Credits. Effective on and after January 1, 2006, the Employer will make additional matching credits equal to 100% of a Participant’s deferrals under this Plan, but not to exceed a matching credit of 10% of the Participant’s Compensation which is in excess of the compensation limit imposed by Section 401(a)(17) of the Internal Revenue Code. For purposes hereof, “Compensation” means the total base compensation of a Participant that is actually paid to the Participant for personal services rendered during the Plan Year, adjusted as hereinafter provided. “Compensation” will be adjusted to include the amount of the Participant’s deferrals under this Plan and any compensation which is not currently includible in the Participant’s gross income by reason of the application of Sections 125, 132(f)(4), or 402(g)(3) of the Code.

     The matching credits will be fully vested when made.

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THE EXECUTIVE NONQUALIFIED EXCESS PLAN
PLAN DOCUMENT

THE EXECUTIVE NONQUALIFIED EXCESS PLAN

     Section 1. Purpose:

     By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the “Code”). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

     Section 2. Definitions:

     As used in the Plan, including this Section 2, references to one gender shall include the other, unless otherwise indicated by the context:

     2.1 “Active Participant” means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end

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     of the Plan Year that the Committee determines the Participant no longer meets the eligibility requirements of the Plan.

     2.2 “Adoption Agreement” means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.

     2.3 “Beneficiary” means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.

     2.4 “Board” means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, “Board” shall mean the Company.

     2.5 “Change in Control Event” means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder.

     2.6 “Committee” means the persons or entity designated in the Adoption Agreement to administer the Plan. If the Committee designated in the Adoption Agreement is unable to serve, the Employer shall satisfy the duties of the Committee provided for in Section 9.

     2.7 “Company” means the company designated in the Adoption Agreement as such.

     2.8 “Compensation” shall have the meaning designated in the Adoption Agreement.

     2.9 “Crediting Date” means the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits to the Deferred Compensation Account of a Participant. Employer Credits may be credited to the

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Deferred Compensation Account of a Participant on any day that securities are traded on a national securities exchange.

     2.10 “Deferred Compensation Account” means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. The Deferred Compensation Account of a Participant shall include any In-Service or Education Account of the Participant, if applicable.

     2.11 “Disabled” means Disabled within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.

     2.12 “Education Account” is an In-Service Account which will be used by the Participant for educational purposes.

     2.13 “Effective Date” shall be the date designated in the Adoption Agreement.

     2.14 “Employee” means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of

3

employer and employee and if the individual is a highly compensated or management employee of the Employer. An individual shall cease to be an Employee upon the Employee’s separation from Service.

     2.15 “Employer” means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer may be a corporation, a limited liability company, a partnership or sole proprietorship.

     2.16 “Employer Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.2.

     2.17 “Grandfathered Amounts” means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated in the Adoption Agreement.

     2.18 “Independent Contractor” means an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor’s Service. An Independent Contractor shall include a director of the Employer who is not an Employee.

     2.19 “In-Service Account” means a separate account to be kept for each Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

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     2.20 “Normal Retirement Age” of a Participant means the age designated in the Adoption Agreement.

     2.21 “Participant” means with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan.

     2.22 “Participant Deferral Credits” means the amounts credited to the Participant’s Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.1.

     2.23 “Participating Employer” means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company identified in the Adoption Agreement.

     2.24 “Participation Agreement” means a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 4.1

     2.25 “Performance-Based Compensation” means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payments based upon subjective performance criteria as provided in regulations and administrative guidance promulgated under Section 409A of the Code.

5

     2.26 “Plan” means The Executive Nonqualified Excess Plan, as herein set out and as set out in the Adoption Agreement, or as duly amended. The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement.

     2.27 “Plan-Approved Domestic Relations Order” shall mean a judgment, decree, or order (including the approval of a settlement agreement) which is:

     2.27.1 Issued pursuant to a State’s domestic relations law;

     2.27.2 Relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent of the Participant;

     2.27.3 Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of the Participant’s benefits under the Plan;

     2.27.4 Requires payment to such person of their interest in the Participant’s benefits in an immediate lump payment; and

     2.27.5 Meets such other requirements established by the Committee.

     2.28 “Plan Year” means the twelve-month period ending on the last day of the month designated in the Adoption Agreement; provided that the initial Plan Year may have fewer than twelve months.

     2.29 “Qualifying Distribution Event” means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service or Education Distribution, (v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.

     2.30 “Seniority Date” shall have the meaning designated in the Adoption Agreement.

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     2.31 “Separation from Service” or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Code.

     2.32 “Service” means employment by the Employer as an Employee. For purposes of the Plan, the employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee’s right to reemployment is provided either by statute or contract. If the Participant is an Independent Contractor, “Service” shall mean the period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee.

     2.33 “Service Bonus” means any bonus paid to a Participant by the Employer which is not Performance-Based Compensation.

     2.34 “Specified Employee” means an employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the twelve month period ending on December 31 of each year (the “identification date”). Unless binding corporate action is taken to establish different rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section 409A of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply. If the person is a key employee as of any identification date, the person is treated

7

as a Specified Employee for the twelve-month period beginning on the first day of the fourth month following the identification date.

     2.35 “Spouse” or “Surviving Spouse” means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse of a Participant.

     2.36 “Unforeseeable Emergency” means an “unforeseeable emergency” within the meaning of Section 409A of the Code.

     2.37 “Years of Service” means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating Employers.

     Section 3. Participation:

     The Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who separates from Service with the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant’s return to Service, whether or not the Participant shall have a balance remaining in the Deferred Compensation Account under the Plan on the date of the return to Service.

     Section 4. Credits to Deferred Compensation Account:

     4.1 Participant Deferral Credits. To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or percentage specified in the Participation Agreement. The amount of

8

Compensation the Participant elects to defer, the Participant Deferral Credit, shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:

     4.1.1 The Employer shall credit to the Participant’s Deferred Compensation Account on each Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on such Crediting Date.

     4.1.2 An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first day of January following the date such Participation Agreement is received by the Committee. A Participant’s election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable. The election of a Participant shall continue in effect for subsequent years until modified by the Participant as permitted in this Section 4.1.

     4.1.3 A Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first becomes eligible to participate in the Plan to be effective as of the first payroll period next following the date the Participation Agreement is fully executed. Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible employee as newly eligible if his benefits had been previously distributed or if he has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is made under this Section but after the beginning of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.

     4.1.4 A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease the portion of his future Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Committee. The modification shall become effective as of the first day of January following the date such written modification is received by the Committee.

9

     4.1.5 If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral of Performance-Based Compensation may be executed and delivered to the Committee no later than the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily ascertainable.

     4.1.6 If the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the Participant’s election if the election to defer is made not later than the close of the Employer’s fiscal year next preceding the first fiscal year in which the Participant performs any services for which such Compensation is payable.

     4.1.7 Compensation payable after the last day of the Participant’s taxable year solely for services provided during the final payroll period containing the last day of the Participant’s taxable year (i.e., December 31) is treated for purposes of this Section 4.1 as Compensation for services performed in the subsequent taxable year.

     4.1.8 The Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which Participant Deferral Credits may be made.

     4.1.9 If a Participant becomes Disabled or applies for and is eligible for a distribution on account of an Unforeseeable Emergency during a Plan Year, his deferral election for such Plan Year shall be cancelled.

     4.2 Employer Credits. If designated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make distribution elections with respect to any Employer Credits credited to his Deferred Compensation Account by the deadline that would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time, on a Participation

10

Agreement that is timely executed and delivered to the Committee pursuant to Section 4.1.

     4.3 Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant as provided in Section 8.

     Section 5. Qualifying Distribution Events:

     5.1 Separation from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing, no distribution shall be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to a Participant who as of the date of Separation from Service is a Specified Employee of a corporation the stock in which is traded on an established securities market or otherwise. Any payments to which a Specified Employee would be entitled during the first six months following the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service.

     5.2 Disability. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7.

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     5.3 Death. If the Participant dies while in Service, the Employer shall pay a benefit to the Participant’s Beneficiary in the amount designated in the Adoption Agreement. Payment of such benefit shall be made by the Employer as provided in Section 7.

     5.4 In-Service or Education Distributions. If the Employer designates in the Adoption Agreement that in-service or education distributions are permitted under the Plan, a Participant may designate in the Participation Agreement to have a specified amount credited to the Participant’s In-Service or Education Account for in-service or education distributions at the date specified by the Participant. In no event may an in- service or education distribution of an amount be made before the date that is two years after the first day of the year in which such amount was credited to the In-Service or Education Account. Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance in the In-Service or Education Account has been distributed, then the balance in the In-Service or Education Account on the date of the Qualifying Distribution Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.

     5.5 Change in Control Event. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section 7.

     5.6 Unforeseeable Emergency. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of an

12

Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the event of an Unforeseeable Emergency, subject to the following provisions:

     5.6.1 A Participant may, at any time prior to his Separation from Service for any reason, make application to the Committee to receive a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the date the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.9.

     5.6.2 The Participant’s request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.

     5.6.3 If a distribution under this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant’s Separation from Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.

     5.6.4 The Committee may from time to time adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which such distributions may be made so that the Plan may be conveniently administered.

     Section 6. Vesting:

     A Participant shall be fully vested in the portion of his Deferred Compensation

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Account attributable to Participant Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule and provisions designated by the Employer in the Adoption Agreement. If a Participant’s Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall thereupon be forfeited.

     Section 7. Distribution Rules:

     7.1 Payment Options. The Employer shall designate in the Adoption Agreement the payment options which may be elected by the Participant (lump sum, annual installments, or a combination of both). Different payment options may be made available for each Qualifying Distribution Event, and different payment options may be available for different types of Separations from Service, all as designated in the Adoption Agreement. The Participant shall elect in the Participation Agreement the method under which the vested balance in the Deferred Compensation Account will be distributed from among the designated payment options. The Participant may at such tune elect a different method of payment for each Qualifying Distribution Event as specified in the Adoption Agreement. If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum.

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     Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant’s Deferred Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain initial Qualifying Distribution Events, the following rules apply:

     7.1.1 If the initial Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently dies, the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall be paid as a lump sum.

     7.1.2 If the initial Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution Event occurs (except an In-Service or Education Distribution described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant’s Deferred Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.

     7.2 Timing of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after (but no later than 60 days after) the distribution date elected for the Qualifying Distribution Event. In the event the Participant fails to make a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after (but no later than 60 days after) the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A of the Code.

     7.3 Installment Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each annual installment shall be made on the anniversary of the date of the first installment payment, and the amount of the annual installment shall be adjusted on such anniversary for credits or debits to the Participant’s account pursuant to Section 8 of the Plan. Such adjustment shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of annual installments remaining to be paid hereunder; provided that the last

15

annual installment due under the Plan shall be the entire amount credited to the Participant’s account on the date of payment.

     7.4 De Minimis Amounts. Notwithstanding any payment election made by the Participant, if the Employer designates a pre-determined de minimis amount in the Adoption Agreement, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined de minimis amount; provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable). Such payment shall be made on or before the later of (i) December 31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs. In addition, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan as provided under Section 409A of the Code.

     7.5 Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject to the following requirements:

     7.5.1 The new election may not take effect until at least 12 months after the date on which the new election is made.

     7.5.2 If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made.

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     7.5.3 If the new election relates to a payment from the In-Service or Education Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account.

     For purposes of this Section 7.5 and Section 7.6. a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.

     7.6 Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and employment taxes). It is not an acceleration of the time or schedule of payment if the Employer waives or accelerates the vesting requirements applicable to a benefit under the Plan.

     Section 8. Accounts; Deemed Investment; Adjustments to Account:

     8.1 Accounts. The Committee shall establish a book reserve account, entitled the “Deferred Compensation Account,” on behalf of each Participant. The Committee shall also establish an In-Service or Education Account as a part of the Deferred Compensation Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section 8.3.

     8.2 Deemed Investments. The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by

17

the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by the Committee.

     8.3 Adjustments to Deferred Compensation Account. With respect to each Participant who has a Deferred Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:

     8.3.1 The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account since the last preceding business day to him or for his benefit.

     8.3.2 The Deferred Compensation Account shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such account since the last preceding Crediting Date.

     8.3.3 The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain or loss resulting from the performance of the investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned.

     Section 9. Administration by Committee:

     9.1 Membership of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board. Any member of the Committee may resign, and his successor, if any, shall be appointed by the Board.

     9.2 General Administration. The Committee shall be responsible for the operation and administration of the Plan and for carrying out its-provisions. The Committee shall have the full authority and discretion to make, amend, interpret, and

18

enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of the Employer, such administrative or other duties as it sees fit.

     9.3 Indemnification. To the extent not covered by insurance, the Employer shall indemnify the Committee, each employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Employer shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct

     Section 10. Contractual Liability:

     10.1 Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder. This obligation shall constitute a contractual liability of the Company to the Participants, and such payments shall be made from the general funds of the Company. The Company

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shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the Company, such right shall be no greater than the right of an unsecured creditor of the Company.

     10.2 Trust. The Employer may establish a trust to assist it in meeting its obligations under the Plan, Any such trust would be treated as a grantor trust for purposes of the Code and all assets of the trust would be held in the United States. The establishment of such a trust would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would be so interpreted and administered.

     Section 11. Allocation of Responsibilities:

     The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

     11.1 Board.

(i)	To amend the Plan;
(ii)	To appoint and remove members of the Committee; and
(iii)	To terminate the Plan as permitted in Section 14.
11.2	Committee.
(i)	To designate Participants;
(ii)	To interpret the provisions of the Plan and to determine the rights of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;
(iii)	To administer the Plan in accordance with its terms, except to the extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;

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(iv)	To account for the amount credited to the Deferred Compensation Account of a Participant; and
(v)	To direct the Employer in the payment of benefits.
(vi)	To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and
(vii)	To administer the claims procedure to the extent provided in Section 16.

     Section 12. Benefits Not Assignable; Facility of Payments:

     12.1 Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts. Notwithstanding the foregoing, in the event that all or any portion of the benefit of a Participant is transferred to the former Spouse of the Participant incident to a divorce, the Committee shall maintain such amount for the benefit of the former Spouse until distributed in the manner required by an order of any court having jurisdiction over the divorce, and the former Spouse shall be entitled to the same rights as the Participant with respect to such benefit.

     12.2 Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan- Approved Domestic Relations Order. If the Committee determines that an order is a Plan-Approved Domestic Relations Order, the Committee shall cause the payment of

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amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order.

     12.3 Payments to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory evidence that another person or institution is maintaining him and that no guardian or committee has been appointed for him, may cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

     Section 13. Beneficiary:

     The Participant’s beneficiary shall be the person, persons, entity or entities designated by the Participant on the beneficiary designation form provided by and filed with the Committee or its designee. If the Participant does not designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the Participant does not designate a beneficiary and has no Surviving Spouse, the beneficiary shall be the Participant’s estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee or its designee. If a beneficiary (the “primary beneficiary”) is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent beneficiary, if any, named in the Participant’s current beneficiary designation form. If there is no contingent beneficiary, the balance shall be

22

paid to the estate of the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the beneficiary who filed the disclaimer had predeceased the Participant.

     Section 14. Amendment and Termination of Plan:

     The Company may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any Participant’s Deferred Compensation Account as of the date of such amendment or termination, nor shall any such amendment affect the terms of the Plan relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:

     14.1 Termination in the Discretion of the Employer. Except as otherwise provided in Sections 14.2, the Company in its discretion may terminate the Plan and distribute benefits to Participants subject to the following requirements and any others specified under Section 409A of the Code:

     14.1.1 All arrangements sponsored by the Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations are terminated.

     14.1.2 No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination date.

     14.1.3 All benefits under the Plan are paid within 24 months of the termination date.

     14.1.4 The Employer does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations providing for the

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deferral of compensation at any time within 3 years following the date of termination of the Plan.

     14.1.5 The termination does not occur proximate to a downturn in the financial health of the Employer.

     14.2 Termination Upon Change in Control Event. If the Company terminates the Plan within thirty days preceding or twelve months following a Change in Control Event, the Deferred Compensation Account of each Participant shall become fully vested and payable to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.

     Section 15. Communication to Participants:

     The Employer shall make a copy of the Plan available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.

     Section 16. Claims Procedure:

     The following claims procedure shall apply with respect to the Plan:

     16.1 Filing of a Claim for Benefits. If a Participant or Beneficiary (the “claimant”) believes that he is entitled to benefits under the Plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefore with the Committee.

     16.2 Notification to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of

24

the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review. Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional 30 days if required by special circumstances).

     16.3 Procedure for Review. Within 60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.

     16.4 Decision on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:

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     16.4.1 Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional 45 days if required by special circumstances).

     16.4.2 With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

     16.4.3 The decision of the Committee shall be final and conclusive.

     16.5 Action by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized by him to act in his behalf on such matters. The Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such representative.

     Section 17. Miscellaneous Provisions:

     17.1 Set off. Notwithstanding any other provision of this Plan, the Employer may reduce the amount of any payment otherwise payable to or on behalf of a Participant

26

hereunder (net of any required withholdings) at the time payment is due by the amount of any loan, cash advance, extension of credit or other obligation of the Participant to the Employer that is then due and payable, and the Participant shall be deemed to have consented to such reduction. In addition, the Employer may at any time offset a Participant’s Deferral Compensation Account by an amount up to $5,000 to collect any such amount in accordance with the requirements of Section 409A of the Code.

     17.2 Notices. Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given to such Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or Beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.

     17.3 Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom payment is due on or before the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section 8.2 shall cease to be applied to the Participant’s account following the first anniversary of such date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the Participant or Beneficiary for all or part of the forfeited benefit.

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     17.4 Reliance on Data. The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.

     17.5 Receipt and Release for Payments. Subject to the provisions of Section 17.1, any payment made from the Plan to or with respect to any Participant or Beneficiary, or pursuant to a disclaimer by a Beneficiary, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Plan and the Employer with respect to the Plan. The recipient of any payment from the Plan may be required by the Committee, as a condition precedent to such payment, to execute a receipt and release with respect thereto in such form as shall be acceptable to the Committee.

     17.6 Headings. The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

     17.7 Continuation of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee or to deal with him without regard to the effect thereof under the Plan.

     17.8 Merger or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a

28

“Successor Entity”) unless such Successor Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any Successor Entity.

     17.9 Construction. The Employer shall designate in the Adoption Agreement the state according to whose laws the provisions of the Plan shall be construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.

     17.10 Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a Participant’s wages, or the Employer may reduce a Participant’s Account balance, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

     Section 18. Transition Rules:

This Section 18 does not apply to plans newly established on or after January 1, 2008.

     18.1 2005 Election Termination. Notwithstanding Section 4.1.4, at any time during 2005, a Participant may terminate a Participation Agreement, or modify a Participation Agreement to reduce the amount of Compensation subject to the deferral election, so long as the Compensation subject to the terminated or modified Participation Agreement is includible in the income of the Participant in 2005 or, if later, in the taxable year in which the amounts are earned and vested.

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     18.2 2005 Deferral Election. The requirements of Section 4.1.2 relating to the timing of the Participation Agreement shall not apply to any deferral elections made on or before March 15, 2005, provided that (a) the amounts to which the deferral election relate have not been paid or become payable at the time of the election, (b) the Plan was in existence on or before December 31, 2004, (c) the election to defer compensation is made in accordance with the terms of the Plan as in effect on December 31, 2005 (other than a requirement to make a deferral election after March 15, 2005), and (d) the Plan is otherwise operated in accordance with the requirements of Section 409A of the Code.

     18.3 2005 Termination of Participation; Distribution. Notwithstanding anything in this Plan to the contrary, at any time during 2005, a Participant may terminate his or her participation in the Plan and receive a distribution of his Deferred Compensation Account balance on account of that termination, so long as the full amount of such distribution is includible in the Participant’s income in 2005 or, if later, in the taxable year of the Participant in which the amount is earned and vested.

     18.4 Payment Elections. Notwithstanding the provisions of Sections 7.1 or 7.5 of the Plan, a Participant may elect on or before December 31, 2007, the time or form of payment of amounts subject to Section 409A of the Code provided that such election applies only to amounts that would not otherwise be payable in the year of the election and does not cause an amount to paid in the year of the election that would not otherwise be payable in such year.

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EX-10.13

Exhibit 10.13

AMENDED AND RESTATED

PROASSURANCE CORPORATION
DIRECTOR DEFERRED STOCK COMPENSATION PLAN

AMENDED AND RESTATED

PROASSURANCE CORPORATION
DIRECTOR DEFERRED STOCK COMPENSATION PLAN

     The Board of Directors of ProAssurance Corporation (the “Company”), effective May 18, 2005, adopted the ProAssurance Corporation Director Deferred Stock Compensation Plan (the “Plan”). Effective January 1, 2008, the Plan is being amended and restated in its entirety to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations and guidance issued thereunder. This amended and restated Plan shall apply to deferrals made on and after January 1, 2008, and any deferrals made prior to such date and which are unpaid after December 31, 2007.

ARTICLE I
ELIGIBILITY

     The Board of Directors of ProAssurance Corporation (the “Company”) may from time to time authorize to participate in the Director Deferred Stock Compensation Plan (the “Plan”) any person (“Eligible Persons”) who is elected and is currently serving as a non-employee member of the Board of Directors of the Company.

ARTICLE II
STOCK COMPENSATION SUBJECT TO PLAN

     At a meeting of the Compensation Committee of the Board of Directors of the Company held prior to the annual meeting of the stockholders in each year commencing with the year 2005, and in the same calendar year as such annual meeting, the Directors may determine that a portion, or all, of their compensation as non-employee Directors be paid in the form of shares of the Company’s Common Stock (the “Stock”); provided that the Board of Directors may make such determination at the meeting at which this Plan is adopted, whether before or after the annual meeting of the stockholders in such year. Compensation payable in Stock shall be payable only from the shares of Stock reserved for issuance pursuant to the ProAssurance Corporation 2004 Equity Incentive Plan or a successor plan which has been approved by the stockholders of the Company and the shares thereunder approved for listing on the New York Stock Exchange (the “Incentive Plan”); provided that the granting of the award under the Incentive Plan shall be subject to the condition that the Company have sufficient net assets to apply to its capital and surplus in payment for the Stock an amount equal to the value of the Stock credited to the Account of the Eligible Person.

ARTICLE III
ELECTION AS TO FORM AND TIME OF PAYMENT

A. Current or Deferred Payment Election. Each Eligible Person may elect to receive his or her Stock as either:

(1)	A current payment in accordance with Article IV below (“Current Compensation”); or
(2)	A deferred payment in accordance with Article V below (“Deferred Compensation”).

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B. Procedure for Making Elections. Subject to the provisions of Section III.C. below, each Eligible Person may make a written election as to the form and time of payment of his or her Stock under Section III.A above for each year that he or she is an Eligible Person. In the case of initial elections hereunder by persons who are Eligible Persons as of May 18, 2005, the effective date of the Plan (“Effective Date”), the election must be made within thirty (30) days after the Effective Date. Thereafter, the election must be made before December 31 of the calendar year immediately preceding the calendar year to which the election applies. In the case of a person who first becomes an Eligible Person during a calendar year and prior to the date of the annual meeting for that year, his or her election must be made within thirty (30) days following the date upon which he or she becomes an Eligible Person. Elections will be made on forms prescribed by the Company and may be obtained from the office of the Secretary of the Company (“Election Forms”). Election Forms must be fully completed, executed and returned to the office of the Secretary on or before the applicable deadline in order to be effective. If an Election Form is not so returned by the applicable deadline, the Eligible Person will be deemed to have elected to continue his prior year’s election, or if there is no prior year election, such Eligible Person will be deemed to have elected to receive Current Compensation in accordance with Section III.A.(a) above.

C. Revocation of Elections. No Eligible Person shall have the right to retroactively revoke any prior election under this Article III. An Eligible Person may prospectively revoke his or her election and make a new election for the next calendar year if such Eligible Person executes and delivers a new Election Form to the Secretary of the Company not later than December 31 of the current calendar year.

ARTICLE IV
CURRENT COMPENSATION

     If the Eligible Person elects to receive Current Compensation, a stock certificate (or equivalent electronic transfer to an account with a registered broker dealer) for the appropriate number of shares of Stock will be issued to the Eligible Person within thirty (30) days after the annual meeting of the stockholders for the year to which such Current Compensation relates.

ARTICLE V
DEFERRED COMPENSATION

A. Time of Payment. Any Eligible Person who elects to receive Deferred Compensation under this Section V shall be paid the balance in his or her Deferred Compensation Account (herein defined) within 90 days after such person ceases to be a member of the Board of Directors of the Company. In the case of any Eligible Person who dies, payment of the balance in his or her Account shall be made to the beneficiary designated by the Eligible Person in his or her most recent annual Election Form within 90 days after the Eligible Person’s date of death. The Deferred Compensation Account will be established and maintained in accordance with Section V.C. below. Notwithstanding the foregoing, if the Eligible Person is a “specified person” within the meaning of Section 409A(a)(2)(B)(i) of the Code, payment will be made within the 90 day period after the date which is 6 months after the date that the Eligible Person ceases to be a member of the Board of Directors of the Company (or, if earlier than the end of the 6 month period, within 90 days after the Eligible Person’s date of death).

2

B. Source of Payment. The Stock payable or distributable hereunder will not be funded currently nor will segregated shares of Stock be maintained to pay such Deferred Compensation. Until the time of payment of the Deferred Compensation, the Eligible Person shall have no rights of ownership with respect to the Stock credited to the Account and such Stock shall not be considered to be issued and outstanding until issued and delivered to the Eligible Person at the time provided in Section V.A. above; provided, however, that notwithstanding anything herein to the contrary, there shall be credited to the Account as a liability of the Company to the Eligible Person: (i) an amount equal to all dividends that would otherwise be payable with respect to the Stock credited to the Account; and (ii) an amount equal to the sum of all proceeds that would otherwise be payable with respect to the Stock credited to the Account as a result of a merger, consolidation, recapitalization, liquidation or other reorganization of the Company; and provided further that the Stock credited to the Account shall be subject to adjustment in the case of changes in the capitalization of the Company or change of control of the Company in accordance with Section 4(c) of the Incentive Plan.

(1)

Liability of the Company. The obligation to pay the Deferred Compensation shall be considered a liability of the Company to make benefit payments in the future to the Eligible Person subject to the claims of its general unsecured creditors and shall be payable to the Eligible Person in consideration for the cancellation of such liability (and not for past services). In the event that the Company is involved in bankruptcy proceedings at any time prior to the payment of the Deferred Compensation, the liability of the Company to pay the Deferred Compensation shall be subject to adjustment and discharge on the same basis as liabilities to the other general unsecured creditors of the Company. It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

(2)

Spendthrift Provision. An Eligible Person’s rights to payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Eligible Person or the Eligible Person’s beneficiary.

C. Deferred Compensation Accounts. The Company will establish a Deferred Compensation Account (“Deferred Compensation Account”) for each Eligible Person who elects to receive Deferred Compensation. The Deferred Compensation Account will evidence the amount of Stock that the Eligible Person would receive at any time if he or she ceased to be an Eligible Person. The amount of Stock payable to an Eligible Person will be credited to his or her Deferred Compensation Account within thirty (30) days following the annual meeting of the shareholders of the Company.

ARTICLE V
STOCK CERTIFICATES

     Stock certificates issued and delivered to Eligible Persons shall bear such restrictive legends as the Company shall deem necessary or advisable pursuant to applicable federal and state securities laws.

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ARTICLE VI
TERMINATION AND AMENDMENT OF PLAN

A. The Board of Directors of the Company may at any time terminate the Plan, and may at any time and from time to time and in any respect amend the Plan.

B. No termination, amendment or modification of the Plan shall affect adversely the rights of an Eligible Person with respect to his or her Deferred Compensation Account nor shall any Eligible Person be entitled to accelerate the terms and conditions for the payment of Deferred Compensation by reason of the termination, amendment or modification of the Plan.

C. This Plan shall terminate upon termination of the Incentive Plan or upon the issuance of awards with respect to all shares of Stock reserved for issuance under the Incentive Plan.

ARTICLE VII
RELATIONSHIP TO OTHER COMPENSATION PLANS

     The adoption of the Plan shall not affect any other stock option, incentive, or other compensation plans in effect for the Company or any of its subsidiaries; nor shall the adoption of the Plan preclude the Company or any of its subsidiaries from establishing any other form of incentive or other compensation plan for employees, officers, or directors of the Company or any of its subsidiaries.

ARTICLE VIII
MISCELLANEOUS

A. Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company.

B. Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender.

C. Headings, etc. Headings of Articles and Sections hereof are inserted for convenience and reference; they do not constitute part of the Plan.

D. Interpretation. Subject to the express provisions of the Plan, the Board of Directors of the Company shall have complete authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to it, and to make all determinations necessary or advisable for the administration of the Plan. No member of the Board of Directors of the Company shall be liable to any person for any act or determination made in good faith with respect to the Plan or any Compensation payable hereunder.

E. Taxes. If the Company is required to collect withholding taxes upon the issuance of Stock to any Eligible Person, the Company may not deliver the shares to the Eligible Person until the Eligible Person has delivered to the Company the required amount for the withholding taxes.

F. Applicable Law. This Plan shall be administered, construed and enforced in accordance with the laws of the State of Delaware.

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EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF PROASSURANCE CORPORATION

PRA Professional Liability Group, Inc. (Delaware)

The Medical Assurance Company, Inc. (Alabama)

Woodbrook Casualty Insurance, Inc. (Alabama)

IAO, Inc. (Alabama)

Medical Assurance of Indiana Agency, Inc. (Indiana)

Mutual Assurance Agency of Ohio, Inc. (Ohio)

ProNational Insurance Company (Michigan)

Red Mountain Casualty Insurance Company, Inc. (Alabama)

American Insurance Management Corporation (Indiana)

American Medical Insurance Exchange (Indiana)

Professionals National Insurance Company, Ltd. (Bermuda)

ProNational Insurance Agency, Inc. (Michigan)

Physicians Protective Plan, Inc. (Florida)

PRA Services Corporation (Michigan)

Physicians Insurance Company of Wisconsin, Inc. (Wisconsin)

Professional Service Network, Inc. (Wisconsin)

PSA of Wisconsin, Inc. (Wisconsin)

PMC of Wisconsin, Inc. (Wisconsin)

NCRIC Corporation (Delaware)

NCRIC, Inc. (District of Columbia)

American Captive Corporation (District of Columbia)

National Capital Insurance Brokerage Ltd. (District of Columbia)

National Capital Risk Services LLC (Nevada)

E-Health Solutions Group, Inc. (Delaware)

NCRIC Insurance Agency, Inc. (District of Columbia)

Healthcare Compliance Purchasing Group, LLC (District of Columbia)

NCRIC Physicians Organization, Inc. (District of Columbia)

ProAssurance Group Services Corporation (Alabama)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of our reports dated February 28, 2008, with respect to the consolidated financial statements and schedules of ProAssurance Corporation and subsidiaries and the effectiveness of internal control over financial reporting of ProAssurance Corporation and subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2007:

Form S-8 No. 333-111136 pertaining to the Amended and Restated ProAssurance Corporation Stock Ownership Plan;

Form S-8 No. 333-81444 pertaining to the ProAssurance Corporation Incentive Compensation Stock Plan;

Form S-8 No. 333-119917 pertaining to the ProAssurance Corporation 2004 Equity Incentive Plan;

Post-Effective Amendment No. 1 to Form S-4 on Form S-8 File No. 333-49378 pertaining to the Medical Assurance, Inc. Incentive Compensation Stock Plan and Professionals Group, Inc. 1996 Long Term Stock Incentive Plan assumed by ProAssurance Corporation;

Post-Effective Amendment No. 1 to Form S-4 on Form S-8 File No. 333-124156 pertaining to the NCRIC Group, Inc. Stock Option Plan and NCRIC Group, Inc. 2003 Stock Option Plan assumed by ProAssurance Corporation, and

Form S-4 No. 333-131874 relating to the registration of 2,480,050 common shares in connection with the Physicians Insurance Company of Wisconsin, Inc. purchase transaction.

/s/ Ernst & Young LLP

Birmingham, Alabama
February 28, 2008

EX-31.1

Exhibit 31.1

CERTIFICATION

I, W. Stancil Starnes, certify that:

1. I have reviewed this report on Form 10-K of ProAssurance Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008

/s/ W. Stancil Starnes  

W. Stancil Starnes 

Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Edward L. Rand, Jr., certify that:

1. I have reviewed this report on Form 10-K of ProAssurance Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008

/s/ Edward L. Rand, Jr.  

Edward L. Rand, Jr. 

Chief Financial Officer 

EX-32.1

Exhibit 32.1

A signed original of this written statement required by Section 906 has been provided to ProAssurance Corporation and will be retained by ProAssurance Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ProAssurance Corporation (the “Company”) on Form 10-K for the year ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Stancil Starnes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ W. Stancil Starnes  

W. Stancil Starnes 

Chief Executive Officer 

February 28, 2008

EX-32.2

Exhibit 32.2

A signed original of this written statement required by Section 906 has been provided to ProAssurance Corporation and will be retained by ProAssurance Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ProAssurance Corporation (the “Company”) on Form 10-K for the year ending December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward L. Rand, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Edward L. Rand, Jr.  

Edward L. Rand, Jr. 

Chief Financial Officer 

February 28, 2008